Common use of Excise Taxes Clause in Contracts

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if 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 Executive has the right to receive from 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 no portion of such amounts and benefits received by 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 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, 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment, benefit, vesting or distribution to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, if Executive is Agreement or otherwise) (a “disqualified individual” (as defined in Code Payment”) would but for this Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which Executive has the right to receive from 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 no portion of such amounts and benefits received by Executive shall 20 be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any comparable successor provisions (bthe “Excise Tax”), then the Payments shall be either (i) paid provided to Employee in full, or (ii) provided to Employee as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax, whichever produces of the better net after-tax position to Executive (foregoing amounts, when taking into account any applicable excise tax under Code Section 4999 income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by Employee on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Any determination required under this Section 20 shall be made in writing in good faith by the Company's independent certified public accountants, appointed prior to any change in ownership (as defined under Code Section 280G(b)(2), and/or tax counsel selected by such accountants (the “Accounting Firm”) in accordance with the principles of Section 280G of the Code. In the event of a reduction of Payments hereunder, the Payments shall be reduced as follows: (i) first from cash payments which are included in full as parachute payments, (ii) second from equity awards which are included in full as parachute payments, (iii) third from cash payments which are partially included as parachute payments, and (iv) fourth from equity awards that are partially included as parachute payments. In applying these principles, any reduction or elimination of the Payments shall be made in a manner consistent with the requirements of Code Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. For purposes of making the calculations required by this Section 20, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Employee shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make a determination under this Section 20. All fees and expenses of the Accounting Firm shall be borne solely by the Company. If, notwithstanding any reduction described in this Section 20, the Internal Revenue Service (the “IRS”) determines that Employee is liable for the Excise Tax as a result of the receipt of the Payments as described above, then Employee shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Employee challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount with respect to the Payments shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Employee's net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the Payments shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Employee shall pay the Excise Tax. Notwithstanding any other provision of this Section 20, if (i) there is a reduction in the Payments as described in this Section 20, (ii) the IRS later determines that Employee is liable for the Excise Tax, the payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s Payments had not previously been reduced), and (iii) Employee pays the Excise Tax, then the Company shall pay to Employee those Payments which were reduced pursuant to this subsection as soon as administratively possible after Employee pays the Excise Tax so that Employee’s net after-tax proceeds with respect to the Payments are maximized. For the avoidance of doubt, Employee acknowledges she is solely responsible for the payment of any Excise Tax and that the Company will not reimburse or otherwise indemnify her for such amount. Any reimbursements or repayments provided under this subsection shall be made strictly in accordance with Section 409A of the Code, including Treasury Regulation 1.409A-3(i)(1)(v). The Notwithstanding anything in this Agreement to the contrary, if any payments or benefits due to Employee hereunder would cause the application of an accelerated or additional tax under Section 409A of the Code (“Section 409A”), such payments or benefits shall be restructured in a manner which does not cause such an accelerated or additional tax. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service shall instead be paid on the first (1st) business day after the date that is six (6) months following Employee’s date of termination (or death, if earlier). In the event that Employee receives reduced payments and benefits as a result of the application of this paragraph, reduction shall be made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 409A of the Code first, and then shall be made (to the extent necessary) out of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits which are subject to be paid in cash hereunder in Section 409A of the order in Code and which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuingare due at the latest future date, 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 would not trigger adverse tax consequences under Section 409A 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madeCode.

Excise Taxes. Notwithstanding anything (a) In the event that it will be determined that the aggregate payments or distributions by the Company to you or for your benefit, whether paid or payable or distributed or distributable pursuant to the contrary in terms of this AgreementAgreement or otherwise, if Executive is a “disqualified individual” but determined without regard to any additional payments required under this Section 5.7 (the "Payments"), constitute "excess parachute payments" (as such term is defined in under Section 280G of the Internal Revenue Code Section 280G(c))of 1986, as amended (the "Code") or any successor provision, and the payments and benefits provided for under this Agreementregulations promulgated thereunder (collectively, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliates, would constitute a “parachute payment” (as defined in Code "Section 280G(b)(2280G")), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that no portion of such amounts and benefits received by Executive shall be are subject to the excise tax imposed by Code Section 4999 of the Code or any successor provision (collectively, "Section 4999") or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, 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 Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federal, state or local income and employment taxes and Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 5.7(c) 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 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 (the "Accounting Firm") which will provide detailed supporting calculations both to the Company and you. 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's determination (it being understood, however, that the Gross-Up Payment may, if permitted by law, be paid directly to the applicable taxing authorities). Any determination by the Accounting Firm will be binding upon the Company and you. As a result of the uncertainty in fullthe application of Section 4999 at the time of the initial determination by the Accounting Firm hereunder, whichever produces it is possible that Gross-Up Payments which will not have been made by the better Company should have been made by the Company ("Underpayment"), or that Gross-Up Payments will have been made by the Company which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In either such event, the Accounting Firm will determine the amount of the Underpayment or Overpayment that has occurred. In the event that the Company exhausts its remedies pursuant to Section 5.7(c) and you thereafter are required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to you or for your benefit. In the case of an Overpayment, you will, at the direction of the Company, take such steps as are reasonably necessary (including, if reasonable, the filing of returns and claims for refund), and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) you will not in any event be obligated to return to the Company an amount greater than the net after-tax position 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. (taking into account c) You will notify the Company in writing of any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunderclaim by the Internal Revenue Service that, if applicablesuccessful, shall be made would require a payment by reducingthe Company, 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 change in the amount of the payments 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 benefits will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid; provided hereunder 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 the Company is necessary shall be made materially prejudiced thereby. You will not pay such claim prior to the expiration of the 30-day period following the date on which you give 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 you in writing prior to the expiration of such period that it desires to contest such claim, you will: (i) give the Company any information reasonably requested by a nationally recognized public accounting firm or other nationally recognized firm that has expertise the Company relating to such claim, (ii) take such action in connection with contesting such claim as the area of Code Section 280G 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, (iii) cooperate with the Company in good faith and approved by Executivein order effectively to contest such claim, 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been made.and

Excise Taxes. Notwithstanding anything (i) If any of the payments or benefits received or to be received by Executive pursuant to Section 6(c) above, whether pursuant to the contrary in terms of this AgreementAgreement or any other plan, if Executive is a “disqualified individual” 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 Service to 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 Executive, after deduction of any total excise tax, together with all applicable interest and penalties (collectively, the “Excise Tax”) Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments. (ii) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such 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”), 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 Code, (ii) all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(c280G(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 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 if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section 6(d)), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. If there has not been a Date of Termination with respect to Executive, the Company shall cause the Gross-Up Payment to be calculated within 30 days of a written request to that effect from Executive. (iii) 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 liability for Excise Tax with respect to the Total Payments. (iv) The payments provided in this Section 6(d) shall be made not later than the fifth day following the Date of Termination (or if there is no Date of Termination, then the fifth day following date on which the Gross-Up Payment is calculated for purposes of this Section 6(d), provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to Executive on such day an estimate, as determined in good faith by the Company, in accordance with Section 6(c), of the minimum amount of such payments to which Executive is clearly entitled and benefits shall pay the remainder of such payments (together with interest on the unpaid remainder) at 120% of the rate provided for 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, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliates, would constitute shall provide Executive with a “parachute payment” (as defined in Code Section 280G(b)(2)), then written statement setting forth the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that no portion of such amounts and benefits received by 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 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, first, payments or benefits to be paid in cash hereunder in the order manner in which such payment payments were calculated and the basis for such calculations including, without limitation, any opinions or benefit would 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 paid or provided (beginning with such payment or benefit that would be made last in time and continuing, attached 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madestatement).

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 Section 5 shall apply. If any payments or benefits to which the Executive is a “disqualified individual” (as defined in Code Section 280G(c))entitled from the Company, and the payments and benefits provided for under this Agreementany affiliate, together with any other payments and benefits which Executive has the right successor to receive from the Company or an affiliate, or any trusts established by any of its Affiliatesthe foregoing by reason of, would constitute a or in connection with, any transaction that occurs after the Effective Date (collectively, the “parachute paymentPayments,” (as defined 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 Section 280G(b)(2))or any successor provisions to 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 Payments received by the Executive will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits Payments received by the 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 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, 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 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 public accounting firm or other nationally recognized firm that has expertise result of the uncertainty in the area application of Section 4999 of the Code Section 280G selected by at the Company in good faith and approved by Executivetime of the initial determination hereunder, which approval shall not be unreasonably withheld. If a reduced payment or benefit it is subsequently determined that additional Payments could have been made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from to the Company (or its Affiliates) used in determining if a parachute payment exists, would subject Executive to without the imposition of the excise tax imposed by Section 4999 of the Code Section 4999(an “Underpayment”), then Executive the Underpayment shall immediately repay any excess be paid by the Company to the Company upon notification that an overpayment has been madeExecutive within thirty (30) days after such determination.

Excise Taxes. Notwithstanding anything 5.1 In the event that any payment or benefit received or to be received by Employee pursuant to the contrary terms of this Agreement (the "Contract Payments") or in this Agreement, if Executive is connection with Employee's termination of employment or contingent upon a “disqualified individual” change in control of the Company pursuant to any plan or arrangement or other agreement with the Employer or the Company (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreementor any affiliate) ("Other Payments" and, together with any other payments and benefits which Executive has the right to receive from Contract Payments, 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 no portion of such amounts and benefits received by Executive shall be subject to the excise tax (the "Excise Tax"), imposed by Code Section 4999 of the Code, as determined as provided below, the Employer shall pay to Employee, at the time specified in Section 5.2 below, an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after deduction of the Excise Tax on Contract Payments and Other Payments and any federal, state and local income or other tax and Excise Tax upon the payment provided for by this Section 5.1, and any interest, penalties or additions to tax payable by Employee with respect thereto, shall be equal to the total present value of the Contract Payments and Other Payments at the time such Payments are to be made. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Payments 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, except to the extent that, in the opinion of independent tax counsel selected by the Employer's independent auditors and reasonably acceptable to Employee ("Tax Counsel"), a Payment (in whole or in part) does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, or such "excess parachute payments" (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (bB) paid the amount of "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in fullaccordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, whichever produces Employee shall be deemed to pay federal income tax at the better highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to Employee in the calendar year in which the Gross-Up Payment is to be made, net after-tax position to Executive (of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable excise to individuals subject to federal income tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in at 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madehighest marginal rates.

Excise Taxes. Notwithstanding anything to (i) In the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with event that any other payments and benefits which Executive has the right to receive from 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 amounts payable under this Agreement shall be either or otherwise to the Employee would (a1) reduced constitute “parachute payments” within the meaning of Section 280G of the Code or any comparable successor provision and (2) but not below zero) so that no portion of such amounts and benefits received by Executive shall for this Section 25(b), be subject to the excise tax imposed by Code Section 4999 of the Code or any comparable successor provision (the “Excise Tax”), then such amounts payable to the Employee shall be either (y) provided to the Employee in full or (bz) paid provided to the Employee to the maximum extent that would result in fullno portion of such benefits being subject to the Excise Tax, whichever produces of the better net after-tax position to Executive (foregoing amounts, when taking into account any applicable excise tax under Code Section 4999 federal, state, local, and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the Employee’s receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Bank and the Employee otherwise agree in writing, any determination required under this Section 25(b) shall be made in writing in good faith by the Bank’s independent accounting firm (the “Independent Accountants”). In the event of a reduction in benefits hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (1) any cash severance payments subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and sequentially thereafter working from the next last payment; (2) any cash severance payments not subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and sequentially thereafter working from the next last payment; (3) any acceleration of vesting of any equity subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without any such acceleration) first remaining as originally scheduled to vest; and (4) any acceleration of vesting of any equity not subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without any such acceleration) first remaining as originally scheduled to vest. For purposes of making the calculations required by this Section 25(b), the Independent Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of the Code and other applicable legal authority. The Bank and the Employee shall furnish to the Independent Accountants such information and documents as the Independent Accountants may reasonably request in order to make a determination under this Section 25(b). The reduction Bank shall bear all costs that the Independent Accountants may reasonably incur in connection with any calculations contemplated by this Section 25(b). (ii) If notwithstanding any reductions described in this Section 25(b) the Internal Revenue Service (the “IRS”) determines that the Employee is liable for the Excise Tax as a result of payments and benefits hereunderthe receipt of amounts payable under this Agreement or otherwise as described above, if applicablethen the Employee shall be obligated to pay back to the Bank, within 30 days after a final IRS determination or, in the event that the Employee challenges the final IRS determination, a final judicial determination, a portion of such amounts equal to the Repayment Amount. The “Repayment Amount,” with respect to the payment of benefits, shall be made by reducingthe smallest such amount, firstif any, payments or benefits that is required to be paid in cash hereunder to the Bank so that the Employee’s net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) are maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in the order in which such payment or benefit would be paid or provided (beginning Employee’s net after-tax proceeds with such payment or benefit that would be made last in time and continuing, respect to the extent necessarypayment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this Section 25(b), through to such payment or benefit that would be made first in timethe Employee shall pay the Excise Tax. (iii) andNotwithstanding any other provision of this Section 25(b), then, reducing any benefit to be provided in kind hereunder in if (1) there is a similar order. The determination as to whether any such reduction in the amount payment of benefits as described in this Section 25(b), (2) the IRS later determines that the Employee is liable for the Excise Tax, the payment of which would result in the maximization of the payments Employee’s net after-tax proceeds (calculated as if the Employee’s benefits had not previously been reduced), and benefits provided hereunder is necessary (3) the Employee pays the Excise Tax, then the Bank 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 Company 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, would subject Executive pay to the excise Employee those benefits which were reduced pursuant to this Section 25(b) as soon as administratively possible after the Employee pays the Excise Tax, so that the Employee’s net after-tax imposed by Code Section 4999, then Executive shall immediately repay any excess proceeds with respect to the Company upon notification that an overpayment has been madepayment of benefits are maximized.

Excise Taxes. Notwithstanding anything to (i) In the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with event that any other payments and benefits which Executive has the right to receive from 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 amounts payable under this Agreement shall be either or otherwise to the Employee would (a1) reduced constitute “parachute payments” within the meaning of Section 280G of the Code or any comparable successor provision and (2) but not below zero) so that no portion of such amounts and benefits received by Executive shall for this Section 25(b), be subject to the excise tax imposed by Code Section 4999 of the Code or any comparable successor provision (the “Excise Tax”), then such amounts payable to the Employee shall be either (y) provided to the Employee in full or (bz) paid provided to the Employee to the maximum extent that would result in fullno portion of such benefits being subject to the Excise Tax, whichever produces of the better net after-tax position to Executive (foregoing amounts, when taking into account any applicable excise tax under Code Section 4999 federal, state, local, and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the Employee’s receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Employer and the Employee otherwise agree in writing, any determination required under this Section 25(b) shall be made in writing in good faith by the Employer’s independent accounting firm (the “Independent Accountants”). In the event of a reduction in benefits hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (1) any cash severance payments subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and sequentially thereafter working from the next last payment; (2) any cash severance payments not subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and sequentially thereafter working from the next last payment; (3) any acceleration of vesting of any equity subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without any such acceleration) first remaining as originally scheduled to vest; and (4) any acceleration of vesting of any equity not subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without any such acceleration) first remaining as originally scheduled to vest. For purposes of making the calculations required by this Section 25(b), the Independent Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of the Code and other applicable legal authority. The Employer and the Employee shall furnish to the Independent Accountants such information and documents as the Independent Accountants may reasonably request in order to make a determination under this Section 25(b). The reduction Employer shall bear all costs that the Independent Accountants may reasonably incur in connection with any calculations contemplated by this Section 25(b). (ii) If notwithstanding any reductions described in this Section 25(b) the Internal Revenue Service (the “IRS”) determines that the Employee is liable for the Excise Tax as a result of payments and benefits hereunderthe receipt of amounts payable under this Agreement or otherwise as described above, if applicablethen the Employee shall be obligated to pay back to the Employer, within 30 days after a final IRS determination or, in the event that the Employee challenges the final IRS determination, a final judicial determination, a portion of such amounts equal to the Repayment Amount. The “Repayment Amount,” with respect to the payment of benefits, shall be made by reducingthe smallest such amount, firstif any, payments or benefits that is required to be paid in cash hereunder to the Employer so that the Employee’s net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) are maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in the order in which such payment or benefit would be paid or provided (beginning Employee’s net after-tax proceeds with such payment or benefit that would be made last in time and continuing, respect to the extent necessarypayment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this Section 25(b), through to such payment or benefit that would be made first in timethe Employee shall pay the Excise Tax. (iii) andNotwithstanding any other provision of this Section 25(b), then, reducing any benefit to be provided in kind hereunder in if (1) there is a similar order. The determination as to whether any such reduction in the amount payment of benefits as described in this Section 25(b), (2) the IRS later determines that the Employee is liable for the Excise Tax, the payment of which would result in the maximization of the payments Employee’s net after-tax proceeds (calculated as if the Employee’s benefits had not previously been reduced), and benefits provided hereunder is necessary (3) the Employee pays the Excise Tax, then the Employer 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 Company 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, would subject Executive pay to the excise Employee those benefits which were reduced pursuant to this Section 25(b) as soon as administratively possible after the Employee pays the Excise Tax, so that the Employee’s net after-tax imposed by Code Section 4999, then Executive shall immediately repay any excess proceeds with respect to the Company upon notification that an overpayment has been madepayment of benefits are maximized.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if 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 Executive has the right to receive from 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 Executive from the Company and its Affiliates will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by 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 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, 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay any such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything If any of the payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the contrary in terms of this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with Agreement or any other payments and benefits which Executive has plan, arrangement or agreement with the right to receive from Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, being hereinafter referred to as the "Total Payments") will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up payment, shall be equal to the Total Payments. For purposes of determining whether 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 no portion of such amounts and benefits received by Executive shall Total Payments will be subject to the excise tax imposed by Code Section 4999 or Excise Tax and the amount of such Excise Tax, (bi) paid in full, whichever produces all of the better net after-tax position to 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, Total Payments shall be made treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by reducingthe accounting firm which was, firstimmediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), 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 Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be treated as subject to be paid in cash hereunder the Excise Tax unless, in the order opinion of Tax Counsel, such excess parachute payments (in which 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 would shall be paid or provided determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (beginning with such payment or benefit that would be made last in time and continuing, to 4) of 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 orderCode. The determination as to whether any such reduction in For purposes of determining the amount of the payments and benefits provided hereunder is necessary Gross-Up Payment, the Executive shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise deemed to pay federal income tax at the highest marginal rate of federal income taxation in the area calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of Code taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section 280G selected 7), 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 Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Company 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, would subject Executive to the excise extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax imposed deduction) plus interest on the amount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by Code Section 4999reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), then the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall immediately repay each reasonably cooperate with the other in connection with any excess administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Company upon notification that an overpayment has been madeTotal Payments.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the 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 Executive has the right to receive from the Company or of 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 Executive from the Company and its Affiliates will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the 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 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, 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 Company 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, would subject Executive to exceeds one dollar ($1.00) less than three times the excise tax imposed by Code Section 4999Executive’s base amount, then the Executive shall immediately repay any such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything to the contrary in any other provision of this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and any portion of the payments and benefits provided for under Section 7 of this Agreement, either alone or together with any other payments and benefits which Executive has the right Employee receives or is then entitled to receive from the Company Company, or any of its Affiliatessuccessor (in the aggregate, “Total Payments”), would constitute a be subject to the excise tax imposed by section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any interest or penalties thereon, is herein referred to as the “parachute payment” (as defined in Code Section 280G(b)(2)Excise Tax”), then then, except as otherwise provided in the payments and benefits provided for under this Agreement next sentence, such Total Payments shall be either (a) reduced to the extent the Independent Tax Counsel shall determine is necessary (but not below zero) so that no portion of such amounts and benefits received by Executive thereof shall be subject to the excise Excise Tax. If Independent Tax Counsel determines that the Employee would receive in the aggregate greater payments and benefits on an after tax imposed 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 Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise (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 under Code Section 4999 rate attributable to employment taxes, and (D) any other applicable taxes)tax provision that in the judgment of the Independent Tax Counsel will actually affect the Employee’s estimated actual blended marginal tax rate. The reduction determination of which payments and or benefits hereunder, if applicable, shall be reduced to avoid the Excise Tax shall be made by reducingthe Independent Tax Counsel, firstprovided that the Independent Tax Counsel shall reduce or eliminate, as the case may be, payments or benefits to be paid in cash hereunder in the order that it determines will produce the required deduction in which such payment or benefit would be paid or provided (beginning Total Payments with such payment or benefit that would be made last the least reduction in time and continuing, the after-tax economic value to the extent necessaryEmployee of such payments. If the after-tax economic value of any payments is equivalent, through such payments shall be reduced in the inverse order of when the payments would have been made to such payment or benefit that would be made first in timethe 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) and, then, reducing any benefit to be provided in kind hereunder in a similar orderdays of the Termination Date. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary Independent Tax Counsel under this Section 7(d) shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area final and binding on all parties hereto. For purposes of Code this Section 280G selected by the Company in good faith and approved by Executive7(d), 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been made.“

Excise Taxes. Notwithstanding anything herein to the contrary contrary, in this the event that any payments or benefits paid or payable hereunder or otherwise, including, but not limited to, under the Original Agreement, if Executive is a to Employee (the “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 Executive has the right to receive from 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 constitute “parachute payments” within the meaning of Section 280G of the Code, and (b) but not below zero) so that no portion of such amounts and benefits received by Executive shall for this sentence, would be subject to the excise tax imposed by Code Section 4999 or of the Code (bthe “Excise Tax”), then such Payments will be reduced to be equal to the Reduced Amount (as defined below) paid if and to the extent that a reduction in fullthe Payments would result in Employee retaining a larger amount, whichever produces the better net on an after-tax position to Executive basis (taking into account any applicable excise tax under Code Section 4999 federal, state and any other applicable taxeslocal income and employment taxes and the Excise Tax), than if Employee received the entire amount of such Payments in accordance with their existing terms. The “Reduced Amount” will be the largest portion of the Payments that would result in no portion of the Payments being subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in a manner necessary to provide Employee with the greatest economic benefit. If more than one manner of reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits necessary to be paid in cash hereunder in arrive at 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 continuingReduced Amount yields the greatest economic benefit, 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 reduced pro rata. Employee may not exercise any discretion with respect to the ordering of any reductions of payments or benefits under this Clause 12. Unless the Parties otherwise agree in writing, any determination required under this Clause 12 shall be made in writing by Employer’s or an Affiliate’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Employer and Employee for all purposes. For purposes of making the calculations required by this Clause 12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes. The Parties shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area of Code Section 280G selected determination under this Clause 12. Employer shall bear all costs incurred for and by the Company Accountants in good faith and approved connection with any calculations or determinations contemplated 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madethis Clause 12.

Excise Taxes. (a) Notwithstanding anything to the contrary in any other provisions of this Agreement, if Executive is a “disqualified individual” in the event that any payment or benefit received or to be received by the Employee in connection with the Change of Control or the termination of the Employee’s employment under this Agreement or any other agreement between the Company and the Employee (as defined in Code Section 280G(c))all such payments and benefits, and including the payments and benefits provided for under this AgreementSection 3.3 hereof, together with any other being hereinafter called “Total Payments”) would be subject (in whole or in part), to an excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the cash payments under Section 3.3 hereof shall first be reduced, and the noncash payments and benefits under the other sections hereof shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of Excise Tax to which Executive has the right Employee would be subject in respect of such unreduced Total Payments); provided, however, that the Employee may elect to receive from have the Company noncash payments and benefits hereof reduced (or eliminated) prior to any reduction of its Affiliatesthe cash payments under Section 3.3 hereof. (b) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, would (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Employee and selected by the accounting firm (the “Auditor”) which was, immediately prior to a Change of Control or other event giving rise to a potential Excise Tax, the Company’s independent auditor, does not constitute a “parachute payment” (as defined in Code within the meaning of Section 280G(b)(2))) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, then in calculating the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that Excise Tax, no portion of such amounts and benefits received by Executive Total Payments 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 Executive (taking taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “Base Amount” (within the meaning set forth in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iii) the value of any applicable excise tax under Code Section 4999 and non-cash benefit or any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) At the time that payments are made by reducingunder this Agreement, first, payments or benefits to be paid in cash hereunder in the order Post-Transaction Corporation shall provide the Employee with a written statement setting forth the manner in which such payment payments were calculated and the basis for such calculations including, without limitation, any opinions or benefit would other advice the Post-Transaction Corporation has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, attached to the extent necessary, through to such payment or benefit that would statement). (d) The Company shall 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 responsible for all charges of the payments Tax Counsel 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madeAuditor.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if 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 Executive has the right to receive from 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 no portion of such amounts and benefits received by 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 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, 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything to In the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and event that the payments and benefits provided for under in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliates, would Agreement constitute a “parachute paymentpayments” (as defined in within the meaning of Section 280G of the 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 no portion of such amounts and benefits received by Executive shall will be subject to the excise tax imposed by Code Section 4999 or of the Code (the “Excise Tax”), then Executive’s severance benefits payable under the terms of this Agreement will be either (a) delivered in full, or (b) paid delivered as to such lesser extent which would result in fullno portion of such severance benefits being subject to the Excise Tax, whichever produces of the better net foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax position to Executive (taking into account any applicable excise tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 and any other applicable taxes)of the Code. The reduction of payments and benefits hereunder, if applicable, shall be made by 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 If the amount of the aggregate payments or property transferred to Executive must be reduced under this Section, then the reduction in payments and/or benefits shall occur in the following order: (1) reduction of cash payments, if any; (2) cancellation of accelerated vesting of equity awards other than stock options, if any; (3) cancellation of accelerated vesting of stock options; and benefits provided hereunder (4) reduction of other benefits, if any, paid to Executive. To the extent the Executive otherwise would have a choice with respect to a reduction because two or more payments would be grouped in the same group 1, 2, 3, or 4 in the preceding sentence, reduction shall apply on an equal dollar basis to all of the items within the same group. For clarification, if, as a result of this paragraph, Executive has two stock options whose vesting acceleration will be reduced, vesting acceleration will be reduced such that the Section 280G value of vesting acceleration decreases by the same amount with respect to each option, until there no longer is necessary shall any Section 280G value to reduce. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by a nationally the Company’s independent public accountants or another nationally-recognized public accounting firm or other nationally recognized firm that has expertise in chosen by the area Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of Code making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G selected by and 4999 of the Code. The Company 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, would subject Executive will furnish to the excise tax imposed Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by Code this Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been made5.

Excise Taxes. Notwithstanding anything (i) 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 Executive is connection with Executive's termination of employment or contingent upon a “disqualified individual” Change in Control of the Company pursuant to any plan or arrangement or other agreement with the Company (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreementor any affiliate) ("Other Payments" and, together with any other payments and benefits which Executive has the right to receive from Contract Payments, 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 no portion of such amounts and benefits received by Executive 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 the Excise Tax on Contract Payments and Other Payments and any federal, state and local income or other tax and Excise Tax upon the payment provided for by this Section 5(i), and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the total present value of the Contract Payments and Other Payments at the time such Payments are to be made. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (b1) paid the total amount of the Payments 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, except to the extent that, in full, whichever produces the better net after-opinion of independent tax position counsel selected by the Company's independent auditors and reasonably acceptable to Executive ("Tax Counsel"), a Payment (in whole or in part) does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, or such "excess parachute payments" (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that 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) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to individuals as are in effect in the state and locality of Executive's residence in the calendar year in which the Gross- Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable excise to individuals subject to federal income tax under Code at the highest marginal rates. (ii) The Gross-Up Payments provided for in Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, 5(i) hereof shall be made upon the earlier of (i) the payment to Executive of any Contract Payment or Other Payment or (ii) the imposition upon Executive or payment by reducingExecutive of any Excise Tax. (iii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, firstif successful, payments or benefits would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 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 in cash hereunder in the order in which paid. The Executive shall not pay such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, claim prior to the extent necessary, through expiration of the 30 day period following the 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 payment or benefit claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that would be made first it desires to contest such claim, the Executive shall: 1) give the Company any information reasonably requested by the Company relating to such claim; 2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time) and, thenincluding, reducing any benefit without limitation, accepting legal representation with respect 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 claim by a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area of Code Section 280G an attorney reasonably selected by the Company and reasonably satisfactory to the Executive; 3) cooperate with the Company in good faith in order to effectively contest such claim; and 4) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and approved 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 Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. (iv) 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 ▇▇▇ 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, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or other 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 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. In addition, no position may be taken nor any final resolution be agreed to by the Company without the Executive's consent if such position or resolution could reasonably be expected to adversely affect the Executive (including any other tax position of the Executive unrelated to the matters covered hereby). (v) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Company or the Tax Counsel hereunder, it is possible that Gross-Up Payments which approval will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies and the Executive thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the Company or the Tax Counsel shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of the Executive. (vi) If, after the receipt by Executive of the Gross-Up Payment or an amount advanced by the Company in connection with the contest of an Excise Tax claim, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company in connection with an Excise Tax claim, a determination is made that Executive shall not be unreasonably withheld. If a reduced payment or benefit is made or provided entitled to any refund with respect to such claim and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or does not notify the Executive in writing of its Affiliates) used in determining if a parachute payment exists, would subject Executive intent to contest the denial of such refund prior to the excise tax imposed by Code Section 4999expiration of 30 days after such determination, then Executive such advance shall immediately repay any excess be forgiven and shall not be required to the Company upon notification that an overpayment has been madebe repaid.

Excise Taxes. Notwithstanding anything If any of the payments or benefits received or to be ------------ received by the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the contrary in terms of this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with Agreement or any other payments and benefits which Executive has plan, arrangement or agreement with the right to receive from Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, being hereinafter referred to as the "Total Payments") will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up payment, shall be equal to the Total Payments. For purposes of determining whether 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 no portion of such amounts and benefits received by Executive shall Total Payments will be subject to the excise Excise Tax and the amount of such 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 imposed counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), 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 Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code Section 4999 shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (bwithin the meaning of section 280G(b)(4)(B) paid of the Code) in fullexcess of the base amount allocable to such reasonable compensation, whichever produces or are otherwise not subject to the better net afterExcise 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 Gross-Up Payment, the Executive shall be deemed to pay federal income tax position to Executive at the highest effective marginal rate of federal income taxation (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction the phase out of payments and benefits hereunder, if applicable, shall itemized deductions) in the calendar year in which the Gross-Up Payment is to be made by reducingand state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, firstthen the date on which the Gross-Up Payment is calculated for purposes of this Section 7), payments or benefits 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 Excise Tax is finally determined to be paid in cash less than the amount taken into account hereunder in calculating the order Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in which Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such payment or benefit would be paid or provided reduction (beginning with such payment or benefit plus that would be made last in time portion of the Gross-Up Payment attributable to the Excise Tax and continuingfederal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive to the extent necessarythat such repayment results in a reduction in Excise Tax and/or a federal, through state or local income or employment tax deduction) plus any interest received by Executive in connection with the government's refund of such overpayment. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such payment or benefit excess) at the time 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 such excess is finally determined. The Executive 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 Company shall each reasonably cooperate with the other in good faith and approved by Executive, which approval shall not be unreasonably withheld. If a reduced payment connection with any administrative or benefit is made judicial proceedings concerning the existence or provided and through error or otherwise that payment or benefit, when aggregated amount of liability for Excise Tax with other payments and benefits from the Company (or its Affiliates) used in determining if a parachute payment exists, would subject Executive respect to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madeTotal Payments.

Excise Taxes. Notwithstanding anything In the event that the independent public accountants of either of the Employers or the Internal Revenue Service determines that any payment, coverage or benefit provided to the contrary in this Agreement, if Executive pursuant hereto 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 Executive has the right to receive from 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 no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision thereof or any interest or penalties incurred by the Executive with respect to such excise tax (b) paid such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Employers, within 30 days thereafter, shall pay to the Executive, in fulladdition to any other payment, whichever produces coverage or benefit due and owing hereunder, an amount determined by multiplying the better rate of Excise Tax then imposed by Section 4999 by the amount of the "excess parachute payment" received by the Executive, determined without regard to any payments made to the Executive pursuant to this paragraph 2(f), and dividing the product so obtained by the amount obtained by subtracting the aggregate local, state and federal income and FICA and health insurance taxes applicable to the receipt by the Executive of the "excess parachute payment" and taking into account the deductibility for federal income tax purposes of the payment of state and local income taxes thereon (as affected by those provisions of the Code which act to reduce the deductibility of itemized deductions), from the amount obtained by subtracting from 1.00 the rate of Excise Tax then imposed by Section 4999 of the Code, it being the intention of the parties hereto that the Executive's net after-after tax position to Executive (after 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, first, payments interest or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning penalties imposed with such payment or benefit that would be made last in time and continuing, to the extent necessary, through respect to such payment or benefit that would be made first in timetaxes) and, then, reducing any benefit to be provided in kind hereunder in a similar order. The determination as to whether any such reduction in upon the amount receipt of the payments and benefits provided hereunder is necessary shall for by this Agreement be made by a nationally recognized public accounting firm or other nationally recognized firm no less advantageous to the Executive than the net after tax position to the Executive that has expertise in the area of Code Section would have obtained had Sections 280G selected by and 4999 of the Company in good faith and approved by Executive, which approval shall Code 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, would subject Executive been applicable to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madesuch payment.

Excise Taxes. (a) Notwithstanding any other provision of this Agreement, in the event that you become entitled to receive or 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 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 this Section 9(a), any of the Payments will be subject to any excise tax pursuant to Code Section 4999 or any similar or successor provision (the “Excise Tax”), the Company shall pay to you either (i) the full amount of the Payments or (ii) an amount equal to the Payments reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the 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 Payments 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. (b) All computations and determinations called for by Sections 8(a) and 8(c) shall be made and reported in writing to the Company and you by a third-party service provider selected by the Company (the “Tax Advisor”), and all such computations and determinations shall be conclusive and binding on the Company and you. For purposes of such calculations and determinations, the Tax Advisor may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and you shall furnish to the Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make their required calculations and determinations. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services. (c) In the event that Section 8(a) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company 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 in this Agreementherein, if 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 Executive has the right to receive from 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 no portion of such amounts and benefits received by 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 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, 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 structured in a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area of manner intended to comply with Code Section 280G selected by the Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been made.409A.

Excise Taxes. a. Notwithstanding anything to the contrary in any other provision of this Agreement, if in the event that Executive is a “disqualified individual” becomes entitled to receive or receives any payments, options, awards or benefits (as defined including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) under this Agreement or under any other plan, agreement or arrangement with Digimarc, any person whose actions result in any change described in Code Section 280G(c)280G(b)(2)(A)(i) or any person affiliated with Digimarc or such person (collectively, the “Payments”), that may separately or in 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 payments and benefits provided “Tax Advisor”) that, but for under this AgreementSection 7, together with any other payments and benefits which Executive has of the right Payments will be subject to receive from any excise tax pursuant to Code Section 4999 or any similar or successor provision (the “Excise Tax”), then the Company shall pay to Executive either (i) the full amount of the Payments or (ii) an amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of its Affiliates, would constitute a the Payments from being an “excess parachute payment” (as defined in Code within the meaning of Section 280G(b)(2)280G) (the “Capped Payments”), then whichever of the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Payments notwithstanding that no all or some portion of such amounts and benefits received by Executive shall the Payments may be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces Excise Tax. For purposes of determining the better net after-tax position to Executive value of the Payments, (taking i) there shall be taken into account any Excise Tax and all applicable excise 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. b. All calculations and determinations under this Section 7, including application and interpretation of the Code Section 4999 and any other applicable taxes). The reduction of payments related regulatory, administrative and benefits hereunder, if applicablejudicial authorities, shall be made by reducingthe Tax Advisor. All determinations made by the Tax Advisor under this Section 7 shall be conclusive and binding on both Digimarc and Executive, firstand 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 connection with its services. For purposes of making the calculations and determinations under this Section 7, payments or benefits after taking into account the information provided by Digimarc and Executive, the Tax Advisor may make reasonable, good faith assumptions and approximations concerning the application of Code Sections 280G and 4999. Digimarc and Executive shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 7. c. In the event that Section 7(a) applies and a reduction is required 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, applied to the extent necessaryPayments thereunder, 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 Payments 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 reduced by the Company 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 its reasonable discretion in the following order: (i) reduction of any Payments 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, would are subject Executive to the excise tax imposed by Code Section 4999409A on a pro-rata basis or such other manner that complies with Code Section 409A, then Executive shall immediately repay as determined by the Company, and (ii) reduction of any excess to the Company upon notification Payments that an overpayment has been made.are exempt from Code Section 409A.

Excise Taxes. Notwithstanding anything The following provisions shall apply to any excise tax imposed under Section 4999 of the Code (or its successor) (the "Excise Tax"): (a) If any of the payments or benefits received or to be received by the Executive in connection with a change in control of the Company or the Executive's termination of employment (whether pursuant to the contrary in terms of this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with Agreement or any other payments and benefits which Executive has plan, arrangement or agreement with the right to receive from Company, any person whose actions result in a change in control of the Company or any of its Affiliates, would constitute a “parachute payment” person affiliated with the Company or such person (as defined in Code Section 280G(b)(2the "Total Payments")), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that no portion of such amounts and benefits received by Executive shall will be subject to the excise Excise Tax, the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment tax imposed and Excise Tax upon the payment provided for by Code this Section 4999 or 6, shall be equal to the Total Payments. Such payment shall be made in the manner described in Section 5(d)(vi) hereof. (b) paid in fullIn determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, whichever produces the better net after-tax position to Executive (taking into account i) any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, Total Payments shall be made treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel selected by reducingthe Company's independent auditors and reasonably acceptable to the Executive, first, such payments or benefits (in whole or in part) do not constitute parachute payments, and all "excess parachute payments" (within the meaning of Section 280G(b)(1) of the Code) shall be treated as subject to be paid in cash hereunder the Excise Tax unless, in the order opinion of such tax counsel, such excess parachute payments (in which such whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code), or are otherwise not subject to the Excise Tax, and (ii) the value of any noncash benefits or any deferred payment or benefit would shall be paid or provided determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (beginning with such payment or benefit that would be made last in time and continuing, to 4) of 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 orderCode. The determination as to whether any such reduction in For purposes of determining the amount of the payments and benefits provided hereunder is necessary Gross-Up Payment, the Executive shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise deemed to pay federal income and employment taxes at the highest marginal rate of federal income and employment taxation in the area calendar year in which the Gross-Up Payment is to be made and state and local income and employment taxes at the highest marginal rate of Code Section 280G selected taxation in the state and locality of the Executive's residence on the Date of Termination (or such other time as is hereinafter described), net of the maximum reduction in federal income or employment taxes which could be obtained from deduction of such state and local taxes. (c) If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Executive's employment (or such other time as is hereinafter described), the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Company 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, would subject Executive to the excise extent that such repayment results in a reduction in Excise Tax or a federal, state or local income or employment tax imposed deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. If the Excise Tax exceeds the amount taken into account hereunder (including by Code Section 4999reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), then the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall immediately repay each reasonably cooperate with the other in connection with any excess administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Company upon notification that an overpayment has been madeTotal Payments.

Excise Taxes. Notwithstanding anything to If any payment or benefit, or the contrary in this Agreementacceleration of any payment or benefit, if the 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 Executive has the right to would receive from 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 or otherwise in connection with a Change in Control (acollectively, the “Payments”) reduced (but not below zero) so that no portion of such amounts and benefits received by Executive shall would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then either (a) such Payments will be reduced or delayed by the minimum amount necessary such that no portion of the Payments is subject to the Excise Tax, or (b) paid the full amount of the Payments shall be made, whichever, after taking into account all applicable taxes, including the Excise Tax, results in fullthe Executive’s receipt, whichever produces the better net on an after-tax position basis, of the greater amount. If a reduction or delay in the Payments is necessary, such reduction or delay will occur in the following order: (1) cancellation of accelerated vesting of stock and option awards (reduced from the highest value to the lowest value under Section 280G of the Code) with the understanding that such awards may be replaced with the right to an equivalent cash payment at such future time because of the delisting of the underlying stock; (2) reduction or delay of cash payments (reduced from the latest payment to the earliest payment); and (3) reduction of other benefits payable to the Executive (taking into account any applicable excise tax reduced from the highest value to the lowest value under Code Section 4999 and any other applicable taxes280G of the Code). The reduction of payments and benefits hereunder, if applicable, shall Company will select a reputable third party professional firm to make all determinations required to be made under this provision. The Company will bear all reasonable expenses with respect to the determinations by reducing, first, payments or benefits such firm required to be paid in cash hereunder in made hereunder. For the order in which such avoidance of doubt, neither the Company nor any of its affiliates shall have any obligation to indemnify, gross-up or otherwise pay or reimburse the Executive for any Excise Tax assessed on any payment or benefit would be paid made or provided (beginning with such payment provided, or benefit that would required to be made last in time and continuingor provided, 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 Executive by the Company in good faith and approved by Executive, which approval shall not be unreasonably withheld. If a reduced payment under this Agreement 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madeotherwise.

Excise Taxes. (a) Notwithstanding any other provision of this Agreement, in the event that you become entitled to receive or 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 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 this Section 9(a), any of the Payments will be subject to any excise tax pursuant to Code Section 4999 or any similar or successor provision (the “Excise Tax”), the Company shall pay to you either (i) the full amount of the Payments or (ii) an amount equal to the Payments reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the 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 Payments 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. (b) All computations and determinations called for by Sections 9(a) and 9(c) shall be made and reported in writing to the Company and you by a third-party service provider selected by the Company (the “Tax Advisor”), and all such computations and determinations shall be conclusive and binding on the Company and you. For purposes of such calculations and determinations, the Tax Advisor may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and you shall furnish to the Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make their required calculations and determinations. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services. (c) In the event that Section 9(a) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company 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 in this Agreementherein, if 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 Executive has the right to receive from 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 no portion of such amounts and benefits received by 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 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, 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 structured in a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area of manner intended to comply with Code Section 280G selected by the Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been made.409A.

Excise Taxes. Notwithstanding Subject to the provisions of any Employment Agreement and notwithstanding anything to the contrary in this Agreement, if Executive 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 Executive the Grantee has the right to receive from the Company or any of its Affiliatesaffiliates 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 Executive 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 Executive 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, first, reducing 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 Company in good faith and approved by Executive, which approval shall not be unreasonably withheldCompany. 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, would subject Executive to exceeds one dollar ($1.00) less than three times the excise tax imposed by Code Section 4999Grantee’s base amount, then Executive the Grantee shall immediately repay any 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. (a) Notwithstanding anything to the contrary in any other provision of this Agreement, if in the event that Executive is a “disqualified individual” becomes entitled to receive or receives any payments, options, awards or benefits (as defined including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) under this Agreement or under any other plan, agreement or arrangement with Digimarc, any person whose actions result in any change described in Code Section 280G(c)280G(b)(2)(A)(i) or any person affiliated with Digimarc or such person (collectively, the “Payments”), that may separately or in 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 payments and benefits provided “Tax Advisor”) that, but for under this AgreementSection 7, together with any other payments and benefits which Executive has of the right Payments will be subject to receive from any excise tax pursuant to Code Section 4999 or any similar or successor provision (the “Excise Tax”), then the Company shall pay to Executive either (i) the full amount of the Payments or (ii) an amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of its Affiliates, would constitute a the Payments from being an “excess parachute payment” (as defined in Code within the meaning of Section 280G(b)(2)280G) (the “Capped Payments”), then whichever of the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Payments notwithstanding that no all or some portion of such amounts and benefits received by Executive shall the Payments may be subject to the excise Excise Tax. For purposes of determining the after-tax imposed 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 Code Section 4999 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. (b) paid in fullAll calculations and determinations under this Section 7, whichever produces including application and interpretation of the better net after-tax position to Executive (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments related regulatory, administrative and benefits hereunder, if applicablejudicial authorities, shall be made by reducingthe Tax Advisor. All determinations made by the Tax Advisor under this Section 7 shall be conclusive and binding on both Digimarc and Executive, firstand 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 connection with its services. For purposes of making the calculations and determinations under this Section 7, payments or benefits after taking into account the information provided by Digimarc and Executive, the Tax Advisor may make reasonable, good faith assumptions and approximations concerning the application of Code Sections 280G and 4999. Digimarc and Executive shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 7. (c) In the event that Section 7(a) above applies and a reduction is required 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, applied to the extent necessaryPayments thereunder, 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 Payments 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 reduced by the Company 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 its reasonable discretion in the following order: (i) reduction of any Payments 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, would are subject Executive to the excise tax imposed by Code Section 4999409A on a pro-rata basis or such other manner that complies with Code Section 409A, then Executive shall immediately repay as determined by the Company, and (ii) reduction of any excess to the Company upon notification Payments that an overpayment has been made.are exempt from Code Section 409A.

Excise Taxes. Notwithstanding anything (a) If the Company’s Consulting Firm (defined below) determines that (i) the termination benefits payable to the contrary Executive pursuant to this Agreement would subject the Executive to an excise tax under Section 4999 of the Code, and (ii) the net amount that the Executive would realize from such benefits on an after-tax basis (after taking into account all federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this AgreementSection 3, if Executive is a “disqualified individual” (as defined in Code including any reductions to Payments required by Section 280G(c)3(a), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which Executive has the right assumptions to receive from the Company or any of its Affiliates, would constitute a “parachute payment” (as defined be utilized 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 no portion of arriving at such amounts and benefits received by 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 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 applicabledeterminations, shall be made by 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 certified public accounting firm or other nationally recognized firm that has expertise in the area business of Code Section 280G selected performing such calculations as may be designated by the Company prior to the date of the Change in good faith Control and approved by Executivereasonably acceptable to the Executive (the “Consulting Firm”), 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess provide detailed supporting calculations both to the Company upon notification and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made under this Section 3, the Company and the Executive elect to use the applicable federal rate that an overpayment has been madeis in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32.

Excise Taxes. Notwithstanding anything In the event that any benefits payable to Key Employee pursuant to this Agreement (“Payments”) (i) constitute “parachute payments” within the contrary in this Agreementmeaning of Section 280G of the Internal Revenue Code, if Executive is a as amended (the “disqualified individual” (as defined in Code Section 280G(c)Code”), and the payments and benefits provided (ii) but for under this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliates, Section 6.1 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 no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code, or any comparable successor provisions (bthe “Excise Tax”), then Key Employee’s Payments hereunder shall be either (i) paid provided to Key Employee in full, or (ii) provided to Key Employee as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever produces of the better net after-tax position to Executive (foregoing amounts, when taking into account any applicable excise tax under Code Section 4999 federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes), results in the receipt by Key Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax, as determined by the Company with the input of accounting advisors and confirmed by the Committee. The reduction of In the event that the payments and/or benefits are to be reduced pursuant to this Section 6.1, such payments and benefits hereundershall be reduced such that the reduction of compensation to be provided to Key Employee as a result of this Section 6.1 is minimized. In applying this principle, if applicable, the reduction shall be made in a manner consistent with the requirements of Section 409A (as defined below) and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. For purposes of making the calculations required by reducingthis Section 6.1, firstthe Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, payments or benefits to be paid in cash hereunder in good faith interpretations concerning 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 application of the Code, and continuing, other applicable legal authority. The Company and the applicable Key Employee shall furnish to the extent necessary, through Accountants such information and documents as the Accountants may reasonably request in order to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in kind hereunder in make 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 under this Section 280G selected by the Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been made6.1.

Excise Taxes. Notwithstanding anything to (i) In the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with event that any other payments and benefits which Executive has the right to receive from 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 amounts payable under this Agreement shall be either or otherwise to the Employee would (a1) reduced constitute “parachute payments” within the meaning of Section 280G of the Code or any comparable successor provision and (2) but not below zero) so that no portion of such amounts and benefits received by Executive shall for this Section 25(b). be subject to the excise tax imposed by Code Section 4999 of the Code or any comparable successor provision (the “Excise Tax”), then such amounts payable to the Employee shall be either (y) provided to the Employee in full or (bz) paid provided to the Employee to the maximum extent that would result in fullno portion of such benefits being subject to the Excise Tax, whichever produces of the better net after-tax position to Executive (foregoing amounts, when taking into account any applicable excise tax under Code Section 4999 federal, state, local, and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the Employee’s receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Employer and the Employee otherwise agree in writing, any determination required under this Section 25(b) shall be made in writing in good faith by the Employer’s independent accounting firm (the “Independent Accountants”). In the event of a reduction in benefits hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (1) any cash severance payments subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and sequentially thereafter working from the next last payment; (2) any cash severance payments not subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and sequentially thereafter working from the next last payment; (3) any acceleration of vesting of any equity subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without any such acceleration) first remaining as originally scheduled to vest; and (4) any acceleration of vesting of any equity not subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without any such acceleration) first remaining as originally scheduled to vest. For purposes of making the calculations required by this Section 25(b), the Independent Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of the Code and other applicable legal authority. The Employer and the Employee shall furnish to the Independent Accountants such information and documents as the Independent Accountants may reasonably request in order to make a determination under this Section 25(b). The reduction Employer shall bear all costs that the Independent Accountants may reasonably incur in connection with any calculations contemplated by this Section 25(b). (ii) If notwithstanding any reductions described in this Section 25(b) the Internal Revenue Service (the “IRS”) determines that the Employee is liable for the Excise Tax as a result of payments and benefits hereunderthe receipt of amounts payable under this Agreement or otherwise as described above, if applicablethen the Employee shall be obligated to pay back to the Employer, within 30 days after a final IRS determination or, in the event that the Employee challenges the final IRS determination, a final judicial determination, a portion of such amounts equal to the Repayment Amount. The “Repayment Amount,” with respect to the payment of benefits, shall be made by reducingthe smallest such amount, firstif any, payments or benefits that is required to be paid in cash hereunder to the Employer so that the Employee’s net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) are maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in the order in which such payment or benefit would be paid or provided (beginning Employee’s net after-tax proceeds with such payment or benefit that would be made last in time and continuing, respect to the extent necessarypayment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this Section 25(b), through to such payment or benefit that would be made first in timethe Employee shall pay the Excise Tax. (iii) andNotwithstanding any other provision of this Section 25(b), then, reducing any benefit to be provided in kind hereunder in if (1) there is a similar order. The determination as to whether any such reduction in the amount payment of benefits as described in this Section 25(b), (2) the IRS later determines that the Employee is liable for the Excise Tax, the payment of which would result in the maximization of the payments Employee’s net after-tax proceeds (calculated as if the Employee’s benefits had not previously been reduced), and benefits provided hereunder is necessary (3) the Employee pays the Excise Tax, then the Employer 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 Company 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, would subject Executive pay to the excise Employee those benefits which were reduced pursuant to this Section 25(b) as soon as administratively possible after the Employee pays the Excise Tax, so that the Employee’s net after-tax imposed by Code Section 4999, then Executive shall immediately repay any excess proceeds with respect to the Company upon notification that an overpayment has been madepayment of benefits are maximized.

Excise Taxes. Notwithstanding anything (a) (i) 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 Executive is connection with Executive’s termination of employment or contingent upon a “disqualified individual” change in control (as defined under Section 280G of the Code) of the Company pursuant to any plan or arrangement or other agreement with the Company (or any affiliate) (“Other Payments” and, together with the Contract Payments, the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, as determined as provided below, the Company shall pay to Executive, at the time specified in Code Section 280G(c)20(b) 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 20(a), and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the payments and benefits provided for 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 basis, less than 110% of the amount of the Payment which could be paid to Executive under this AgreementSection 280G of the Code without causing the imposition of the Excise Tax, together with then the Payment shall be limited to the largest amount payable (as described above) without resulting in the imposition of any other payments and benefits which Executive has Excise Tax (such amount, the right to receive from “Capped Amount”). (ii) For purposes of determining the Company or Capped Amount, whether any of its Affiliatesthe Payments will be subject to the Excise Tax and the amounts of such Excise Tax, would (A) the total amount of the Payments 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, except to the extent that, in the opinion of independent tax counsel selected by the Company’s independent auditors and acceptable to Executive (“Tax Counsel”), a Payment (in whole or in part) does not constitute a “parachute payment” (as defined in Code within the meaning of Section 280G(b)(2)) of the Code, or such “excess parachute payments” (in whole or in part) are not subject to the Excise Tax, (B) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Payments or (2) the amount of “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (after applying clause (A) hereof), then and (C) the payments and value of any noncash benefits provided for under this Agreement or any deferred payment or benefit shall be either determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (a4) reduced (but not below zero) so that no portion of such amounts and benefits received by the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be subject deemed to pay federal income tax at the excise tax imposed by Code Section 4999 or (b) paid highest marginal rates of federal income taxation applicable to individuals in fullthe calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to individuals as are in effect in the state and locality of Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, whichever produces net of the better net after-tax position to Executive (maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable excise to individuals subject to federal income tax at the highest marginal rates. (iii) If the Tax Counsel determines that any Excise Tax is payable by Executive and that the criteria for reducing the Payments to the Capped Amount (as described in Section 20(a)(i) above) is met, then the Company shall reduce the Payments by the amount which, based on the Tax Counsel’s determination and calculations, would provide Executive with the Capped Amount, and pay to Executive such reduced Payments; provided that the Company shall first reduce the severance payment under Code Section 4999 4(c) and any other applicable taxesshall next reduce the benefits provided under the Company’s incentive equity plan pursuant to which Executive has been awarded equity. If the Tax Counsel determines that an Excise Tax is payable, without reduction pursuant to Section 20(a)(i), above, the Company shall pay the required Gross-Up Payment to, or for the benefit of, in accordance with Section 20(b). The reduction of payments and benefits hereunderIf the Tax Counsel determines that no Excise Tax is payable by Executive, if applicableit shall, shall be made 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/her federal, state, local income or other tax return. Any determination by 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 Tax Counsel as to whether any such reduction in the amount of the payments Gross-Up Payment shall be binding upon the Company and benefits Executive absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no 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. (b) The Gross-Up Payments provided hereunder is necessary for in Section 20(a) hereof shall be made upon the earlier of (i) the payment to Executive of any Contract Payment or Other Payment or (ii) the imposition upon Executive or payment by Executive of any Excise Tax. (c) 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 a nationally recognized public accounting firm 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. Executive shall not pay such claim prior to the expiration of the 30 day period following the date on which Executive gives such notice to the Company (or other nationally recognized firm such shorter period ending on the date that has expertise any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the area expiration of Code Section 280G such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) 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 and reasonably satisfactory to Executive; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and approved 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 Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. (d) 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 ▇▇▇ 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, however, that if the Company directs Executive to pay such claim and ▇▇▇ 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 other 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 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 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. In addition, no position may be taken nor any final resolution be agreed to by the Company without Executive’s consent if such position or resolution could reasonably be expected to adversely affect Executive (including any other tax position of Executive unrelated to the matters covered hereby). (e) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Company or the Tax Counsel hereunder, it is possible that Gross-Up Payments which approval will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies and Executive thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the Company or the Tax Counsel shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of Executive. (f) If, after the receipt by Executive of the Gross-Up Payment or an amount advanced by the Company in connection with the contest of an Excise Tax claim, Executive becomes entitled to receive any refund with respect to such claim, Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company in connection with an Excise Tax claim, a determination is made that Executive shall not be unreasonably withheld. If a reduced payment or benefit is made or provided entitled to any refund with respect to such claim and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or does not notify Executive in writing of its Affiliates) used in determining if a parachute payment exists, would subject Executive intent to contest the denial of such refund prior to the excise expiration of 30 days after such determination, such advance shall be forgiven and shall not be required to be repaid. (g) Notwithstanding the foregoing provisions of this Section 20: (i) In no event shall the Company’s liability for Gross-Up Payments to Executive under this Section 20 exceed the amount of the “tax imposed by Code gross-up payment” on any Payment permitted under Treasury Regulation Section 49991.409A-3(i)(1)(v); and (ii) In no event shall the Company’s liability for any Gross-Up Payments to Executive under this Section 20, then Executive shall immediately repay taken together with any excess gross-up payments payable to Producers Sales Organization pursuant to the Consulting Agreement (the “Consulting Agreement”) with the Company upon notification and ▇▇▇▇ ▇▇▇▇ of even date herewith and any gross-up payments payable to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ pursuant to his Employment Agreement (the “▇▇▇▇▇▇▇▇▇ Employment Agreement”) with the Company of even date herewith (the “Aggregate Gross-Up Payments”), exceed $1,000,000 (the “Maximum Amount”) in the aggregate. In the event that the Aggregate Gross-Up Payments would exceed $1,000,000, Executive’s Gross-Up Payment under this Section 20 shall not exceed an overpayment has been madeamount equal to (A) the Maximum Amount, multiplied by (B) a fraction, the numerator of which is equal to the Gross-Up Payment that would be payable to Executive pursuant to this Section 20 (without regard to the application of this Section 20(g)(ii)), and the denominator of which is the aggregate Gross-Up Payments that would be payable to Executive pursuant to this Section 20 and Producers Sales Organization pursuant to the Consulting Agreement and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇▇ Employment Agreement (without regard to the application of this Section 20(g)(ii) or any comparable provision in such other Agreements). (h) The Gross-Up Payment shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). Interest and penalties with respect to any Gross-Up Payment or that are otherwise incurred by the Company on Executive’s behalf or required to be paid by the Company under this Section 20 shall be paid to Executive or on Executive’s behalf only to the extent permitted under Treasury Regulation Section 1.409A-3(i)(1)(v). Notwithstanding the other provisions of this Section 20, all Gross-Up Payments shall be made to the Executive not later than the end of the calendar year following the year in which the Executive remits the related taxes, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). Any costs and expenses (including any Excise Tax, income or other taxes or interest and penalties) incurred by the Company on Executive’s behalf or required to be paid by the Company under this Section 20 due to any tax contest, audit or litigation shall be paid by the Company by the end of Executive’s taxable year following Executive’s taxable year in which the taxes that are the subject of the tax contest, audit or litigation are remitted to the taxing authority, or where, as a result of such tax contest, audit or litigation, no taxes are remitted, the end of Executive’s taxable year following Executive’s taxable year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest or litigation, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v).

Excise Taxes. a. Notwithstanding anything to the contrary in any other provision of this Agreement, if in the event that Executive is a “disqualified individual” becomes entitled to receive or receives any payments, options, awards or benefits (as defined including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) under this Agreement or under any other plan, agreement or arrangement with Digimarc, any person whose actions result in any change described in Code Section 280G(c)280G(b)(2)(A)(i) or any person affiliated with Digimarc or such person (collectively, the "Payments"), that may separately or in 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 payments and benefits provided "Tax Advisor") that, but for under this AgreementSection 7, together with any other payments and benefits which Executive has of the right Payments will be subject to receive from the Company any excise tax pursuant to Code Section 4999 or any of its Affiliates, would constitute a “parachute payment” similar or successor provision (as defined in Code Section 280G(b)(2)the "Excise Tax"), then the payments and benefits provided for under this Agreement Company shall be pay to Executive either (ai) the full amount of the Payments or (ii) an amount equal to the Payments, reduced (but not below zero) so that no by the minimum amount necessary to prevent any portion of such the Payments from being an "excess parachute payment" (within the meaning of Section 280G) (the "Capped Payments"), whichever of the foregoing amounts and benefits received results in the receipt by Executive shall 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 excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces Excise Tax. For purposes of determining the better net after-tax position to Executive value of the Payments, (taking i) there shall be taken into account any Excise Tax and all applicable excise 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. b. All calculations and determinations under this Section 7, including application and interpretation of the Code Section 4999 and any other applicable taxes). The reduction of payments related regulatory, administrative and benefits hereunder, if applicablejudicial authorities, shall be made by reducingthe Tax Advisor. All determinations made by the Tax Advisor under this Section 7 shall be conclusive and binding on both Digimarc and Executive, firstand 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 connection with its services. For purposes of making the calculations and determinations under this Section 7, payments or benefits after taking into account the information provided by Digimarc and Executive, the Tax Advisor may make reasonable, good faith assumptions and approximations concerning the application of Code Sections 280G and 4999. Digimarc and Executive shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 7. c. In the event that Section 7(a) applies and a reduction is required 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, applied to the extent necessaryPayments thereunder, 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 Payments 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 reduced by the Company 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 its reasonable discretion in the following order: (i) reduction of any Payments 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, would are subject Executive to the excise tax imposed by Code Section 4999409A on a pro-rata basis or such other manner that complies with Code Section 409A, then Executive shall immediately repay as determined by the Company, and (ii) reduction of any excess to the Company upon notification Payments that an overpayment has been made.are exempt from Code Section 409A.

Excise Taxes. Notwithstanding anything The following provisions shall apply with respect to any ------------ excise tax imposed under Section 4999 of the Code (the "Excise Tax"): (a) Whether or not you become entitled to any of the payments described in Section 4(d), if any of the payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the contrary in terms of this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with Agreement or any other payments and benefits which Executive has plan, arrangement or agreement with the right to receive from Company, any person whose actions result in a Change in Control of the Company or any of its Affiliates, would constitute a “parachute payment” person affiliated with the Company or such person (as defined in Code Section 280G(b)(2the "Total Payments")), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that no portion of such amounts and benefits received by Executive shall will be subject to Excise Tax, the excise tax imposed by Code Section 4999 or Company shall pay to you an additional amount (bthe "Gross- Up Payment") paid in full, whichever produces the better net after-tax position equal to 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, 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 Excise Tax which applies to the Total Payments, but excluding any additional Excise Tax which may apply to the Gross-Up Payment or any income or other taxes which may result from the Total Payments or the Gross-Up Payment. Such payment shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area manner described in Section 4(d) hereof. (b) For purposes of Code determining whether any of the Total Payments will be subject to Excise Tax and the amount of such Excise Tax, (i) any Total Payments shall be treated as "parachute payments" (within the meaning of Section 280G 280G(b)(2) of the Code) unless, in the opinion of tax counsel selected by the Company Company's independent auditors and reasonably acceptable to you, such payments or benefits (in good faith whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, and approved by Executive, which approval all "excess parachute payments" (within the meaning of Section 280G(b)(1) of the Code) 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, would treated as subject Executive to the excise Excise Tax unless, in the opinion of such tax imposed by Code counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 4999280G(b)(4)(B) of the Code), then Executive shall immediately repay any excess or are otherwise not subject to the Company upon notification that an overpayment has been made.Excise Tax, and

Excise Taxes. Notwithstanding anything In the event that the independent public accountants of either of the Employers or the Internal Revenue Service determines that any payment, coverage or benefit provided to the contrary in this Agreement, if Executive pursuant hereto 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 Executive has the right to receive from 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 no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision thereof or any interest or penalties incurred by the Executive with respect to such excise tax (b) paid such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Employers, within 30 days thereafter, shall pay to the Executive, in fulladdition to any other payment, whichever produces coverage or benefit due and owing hereunder, an amount determined by multiplying the better rate of Excise Tax then imposed by Section 4999 by the amount of the "excess parachute payment" received by the Executive, determined without regard to any payments made to the Executive pursuant to this paragraph 2(f), and dividing the product so obtained by the amount obtained by subtracting the aggregate local, state and federal income and FICA and health insurance taxes applicable to the receipt by the Executive of the "excess parachute payment" and taking into account the deductibility for federal income tax purposes of the payment of state and local income taxes thereon (as affected by those provisions of the Code which act to reduce the deductibility of itemized deductions), from the amount obtained by subtracting from 1.00 the rate of Excise Tax then imposed by Section 4999 of the Code, it being the intention of the parties hereto that the Executive's net after-after tax position to Executive (after 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, first, payments interest or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning penalties imposed with such payment or benefit that would be made last in time and continuing, to the extent necessary, through respect to such payment or benefit that would be made first in timetaxes) and, then, reducing any benefit to be provided in kind hereunder in a similar order. The determination as to whether any such reduction in upon the amount receipt of the payments and benefits provided hereunder is necessary shall for by this Agreement be made by a nationally recognized public accounting firm or other nationally recognized firm no less advantageous to the Executive than the net after tax position to the Executive that has expertise in the area of Code Section would have been obtained had Sections 280G selected by and 4999 of the Company in good faith and approved by Executive, which approval shall Code 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, would subject Executive been applicable to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madesuch payment.

Excise Taxes. Notwithstanding anything In the event that any benefits payable to Executive pursuant to this Agreement (“Payments”) (i) constitute “parachute payments” within the contrary in this Agreementmeaning of Section 280G of the Internal Revenue Code, if Executive is a as amended (the “disqualified individual” (as defined in Code Section 280G(c)Code”), and the payments and benefits provided (ii) but for under this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliates, Section 6.1 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 no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code, or any comparable successor provisions (bthe “Excise Tax”), then Executive’s Payments hereunder shall be either (i) paid provided to Executive in full, whichever produces the better net after-tax position or (ii) provided to Executive (as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account any applicable excise tax under Code Section 4999 federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax, as determined by the Company with the input of accounting advisors and confirmed by the Committee. The reduction of In the event that the payments and/or benefits are to be reduced pursuant to this Section 6.1, such payments and benefits hereundershall be reduced such that the reduction of compensation to be provided to Executive as a result of this Section 6.1 is minimized. In applying this principle, if applicable, the reduction shall be made in a manner consistent with the requirements of Section 409A (as defined below) and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. For purposes of making the calculations required by reducingthis Section 6.1, firstthe Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, payments or benefits to be paid in cash hereunder in good faith interpretations concerning 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 application of the Code, and continuing, other applicable legal authority. The Company and the applicable Executive shall furnish to the extent necessary, through Accountants such information and documents as the Accountants may reasonably request in order to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in kind hereunder in make 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 under this Section 280G selected by the Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been made6.1.

Excise Taxes. Notwithstanding Subject to the provisions of any Employment Agreement and notwithstanding anything to the contrary in this Agreement, if Executive 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 Executive the Grantee has the right to receive from the Company or any of its Affiliatesaffiliates 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 Executive 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 Executive 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, first, reducing 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 Company in good faith and approved by Executive, which approval shall not be unreasonably withheldCompany. 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, would subject Executive to exceeds one dollar ($1.00) less than three times the excise tax imposed by Code Section 4999Grantee’s base amount, then Executive the Grantee shall immediately repay any 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 4.1 In the event that any payment or benefit received or to be received by Employee pursuant to the contrary terms of this Agreement (the "Contract Payments") or in this Agreement, if Executive is connection with Employee's termination of employment or contingent upon a “disqualified individual” change in control of the Company pursuant to any plan or arrangement or other agreement with the Employer or the Company (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreementor any affiliate) ("Other Payments" and, together with any other payments and benefits which Executive has the right to receive from Contract Payments, 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 no portion of such amounts and benefits received by Executive shall be subject to the excise tax (the "Excise Tax"), imposed by Code Section 4999 of the Code, as determined as provided below, the Employer shall pay to Employee, at the time specified in Section 4.2 below, an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after deduction of the Excise Tax on Contract Payments and Other Payments and any federal, state and local income or other tax and Excise Tax upon the payment provided for by this Section 4.1, and any interest, penalties or additions to tax payable by Employee with respect thereto, shall be equal to the total present value of the Contract Payments and Other Payments at the time such Payments are to be made. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Payments 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, except to the extent that, in the opinion of independent tax counsel selected by the Employer's independent auditors and reasonably acceptable to Employee ("Tax Counsel"), a Payment (in whole or in part) does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, or such "excess parachute payments" (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (bB) paid the amount of "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in fullaccordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, whichever produces Employee shall be deemed to pay federal income tax at the better highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to Employee in the calendar year in which the Gross-Up Payment is to be made, net after-tax position to Executive (of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable excise to individuals subject to federal income tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in at 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madehighest marginal rates.

Excise Taxes. a. Notwithstanding anything to the contrary in any other provision of this Agreement, if in the event that Executive is a “disqualified individual” becomes entitled to receive or receives any payments, options, awards or benefits (as defined including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) under this Agreement or under any other plan, agreement or arrangement with Digimarc, any person whose actions result in any change described in Code Section 280G(c)280G(b)(2)(A)(i) or any person affiliated with Digimarc or such person (collectively, the "Payments"), that may separately or in 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 payments and benefits provided "Tax Advisor") that, but for under this AgreementSection 7, together with any other payments and benefits which Executive has of the right Payments will be subject to receive from the Company any excise tax pursuant to Code Section 4999 or any of its Affiliates, would constitute a “parachute payment” similar or successor provision (as defined in Code Section 280G(b)(2)the "Excise Tax"), then the payments and benefits provided for under this Agreement Company shall be pay to Executive either (ai) the full amount of the Payments or (ii) an amount equal to the Payments, reduced (but not below zero) so that no by the minimum amount necessary to prevent any portion of such the Payments from being an "excess parachute payment" (within the meaning of Section 280G) (the "Capped Payments"), whichever of the foregoing amounts and benefits received results in the receipt by Executive shall 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 excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces Excise Tax. For purposes of determining the better net after-tax position to Executive value of the Payments, (taking i) there shall be taken into account any Excise Tax and all applicable excise 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. b. All calculations and determinations under this Section 7, including application and interpretation of the Code Section 4999 and any other applicable taxes). The reduction of payments related regulatory, administrative and benefits hereunder, if applicablejudicial authorities, shall be made by reducingthe Tax Advisor. All determinations made by the Tax Advisor under this Section 7 shall be conclusive and binding on both Digimarc and Executive, firstand 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 connection with its services. For purposes of making the calculations and determinations under this Section 7, payments or benefits after taking into account the information provided by Digimarc and Executive, the Tax Advisor may make reasonable, good faith assumptions and approximations concerning the application of Code Sections 280G and 4999. Digimarc and Executive shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 7. c. In the event that Section 7.a above applies and a reduction is required 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, applied to the extent necessaryPayments thereunder, 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 Payments 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 reduced by the Company 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 its reasonable discretion in the following order: (i) reduction of any Payments 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, would are subject Executive to the excise tax imposed by Code Section 4999409A on a pro-rata basis or such other manner that complies with Code Section 409A, then Executive shall immediately repay as determined by the Company, and (ii) reduction of any excess to the Company upon notification Payments that an overpayment has been made.are exempt from Code Section 409A.

Excise Taxes. Notwithstanding anything If any of the payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the contrary in terms of this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with Agreement or any other payments and benefits which Executive has plan, arrangement or agreement with the right to receive from Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, being hereinafter referred to as the "Total Payments") will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments. For purposes of determining whether 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 no portion of such amounts and benefits received by Executive shall Total Payments will be subject to the excise tax imposed by Code Section 4999 or Excise Tax and the amount of such Excise Tax, (bi) paid in full, whichever produces all of the better net after-tax position to 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, Total Payments shall be made treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by reducingthe accounting firm which was, firstimmediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), 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 Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be treated as subject to be paid in cash hereunder the Excise Tax unless, in the order opinion of Tax Counsel, such excess parachute payments (in which 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 would shall be paid or provided determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (beginning with such payment or benefit that would be made last in time and continuing, to 4) of 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 orderCode. The determination as to whether any such reduction in For purposes of determining the amount of the payments and benefits provided hereunder is necessary Gross-Up Payment, the Executive shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise deemed to pay federal income tax at the highest marginal rate of federal income taxation in the area calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of Code taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section 280G selected 7), 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 Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Company 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, would subject Executive to the excise extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax imposed deduction) plus interest on the amount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by Code Section 4999reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), then the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall immediately repay each reasonably cooperate with the other in connection with any excess administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Company upon notification that an overpayment has been madeTotal Payments.

Excise Taxes. Notwithstanding anything In the event that Executive becomes entitled to the contrary in payments under Section 2 of this Agreement, or as a result of acceleration of awards under the Company’s Long-Term Incentive Plan or any successor plan, or awards under the EAR Plan, or 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 in the ownership of a substantial portion of its assets within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”) (whether pursuant to the terms of this Agreement, the Severance Agreement, or any other plan, arrangement or agreement with the Company, any person whose actions result in such a change or any person affiliated with the Company or such person) (“the Agreement Payments”), if any of the Agreement Payments will be subject to the tax (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(g), if applicable; and further provided that Executive has delivered (and has not revoked) an executed release of claims in the form attached to this Agreement as Exhibit A (as 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 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, (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 Agreement Payments which shall be treated as 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)(I) 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 “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 a “disqualified individual” 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 Code Section 280G(c)280G(d)(3) of the Code), then, subject to the following sentence, no Gross-Up Payment shall be made to Executive and the payments and benefits provided for under this Agreement, together with any other payments and benefits which Executive has the right to receive from 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 amounts payable under this Agreement shall be either (a) reduced (but not below zero) so that no portion the value of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 4999 or (b) paid Agreement Payments, in fullthe aggregate, whichever produces equals one dollar less than 300% of the better net after-tax position to Executive (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes)base amount. The reduction described in the preceding sentence shall apply only if the value of payments 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 benefits hereunder, if the Executive will be entitled to the Gross-Up Payment. To the extent applicable, the reduction in Agreement Payments contemplated by this Section shall be made implemented by reducing, first, payments or benefits to be paid in cash hereunder reducing the Agreement Payments in the order in which such payment or following order: (I) the additional pension benefit would be paid or provided payable pursuant to Section 2(d), (beginning with such payment or benefit that would be made last in time II) Gross-Up Payments determined under this Section 10, (III) cash severance benefits payable pursuant to Section 2(b), and continuing, (IV) cash severance benefits payable pursuant 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 orderSeverance Agreement. The determination as to whether any such reduction in For purposes of determining the amount of the payments and benefits provided hereunder is necessary Gross-Up Payment, the Executive shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the area calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of Code 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 Section 280G selected by 2 of this Agreement and severance pay provided under the Company in good faith and approved by Severance Agreement shall be payable whether or not Executive’s employment terminates. 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, 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification at the time that, the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (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 him if such repayment results in a reduction in Excise Tax and/or a federal and state 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 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 determined at the time of the Gross-Up Payment), the Company shall make an overpayment has been madeadditional gross-up payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.

Excise Taxes. Notwithstanding anything a. If the Company’s Consulting Firm (defined below) determines that (i) the termination benefits payable to the contrary Executive pursuant to this Agreement would subject the Executive to an excise tax under Section 4999 of the Code, and (ii) the net amount that the Executive would realize from such benefits on an after-tax basis (after taking into account all federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the termination benefits payable hereunder shall be reduced in the manner determined by the Consulting Firm to the extent and only to the extent that such reduction would result in a greater after-tax benefit for the Executive than if the termination benefits were not reduced. For this Agreementpurpose, if the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of termination benefits payable hereunder shall be debited first from the amounts payable under Section 2(a)(ii) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto), with any amounts that are payable later in time under such awards reduced before payments to be made sooner in time; provided, however, that in no event shall such reduction be effected through a delay in the timing of any payment that is a “disqualified individual” (as defined in subject to Code Section 280G(c409A (or that would become subject to Code Section 409A as a result of such delay). b. All determinations required to be made under this Section 3, including any reductions to Termination Payments required by Section 3(a), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which Executive has the right assumptions to receive from the Company or any of its Affiliates, would constitute a “parachute payment” (as defined be utilized 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 no portion of arriving at such amounts and benefits received by 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 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 applicabledeterminations, shall be made by 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 certified public accounting firm or other nationally recognized firm that has expertise in the area business of Code Section 280G selected performing such calculations as may be designated by the Company prior to the date of the Change in good faith Control and approved by Executivereasonably acceptable to the Executive (the “Consulting Firm”), 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess provide detailed supporting calculations both to the Company upon notification and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made under this Section 3, the Company and the Executive elect to use the applicable federal rate that an overpayment has been madeis in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32.

Excise Taxes. Notwithstanding anything herein to the contrary contrary, in this Agreement, if Executive is a the event that any payments or benefits paid or payable hereunder or otherwise to Employee (the “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 Executive has the right to receive from 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 constitute “parachute payments” within the meaning of Section 280G of the Code, and (b) but not below zero) so that no portion of such amounts and benefits received by Executive shall for this sentence, would be subject to the excise tax imposed by Code Section 4999 or of the Code (bthe “Excise Tax"), then such Payments will be reduced to be equal to the Reduced Amount (as defined below) paid if and to the extent that a reduction in fullthe Payments would result in Employee retaining a larger amount, whichever produces the better net on an after-tax position to Executive basis (taking into account any applicable excise tax under Code Section 4999 federal, state and any other applicable taxeslocal income and employment taxes and the Excise Tax), than if Employee received the entire amount of such Payments in accordance with their existing terms. The “Reduced Amount" will be the largest portion of the Payments that would result in no portion of the Payments being subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments" is necessary so that the Payment equals the Reduced Amount, reduction shall occur in a manner necessary to provide Employee with the greatest economic benefit. If more than one manner of reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits necessary to be paid in cash hereunder in arrive at 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 continuingReduced Amount yields the greatest economic benefit, 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 reduced pro rata. Employee may not exercise any discretion with respect to the ordering of any reductions of payments or benefits under this Clause 12. Unless the Parties otherwise agree in writing, any determination required under this Clause 12 shall be made in writing by Employer’s or an Affiliate’s independent public accountants (the “Accountants"), whose determination shall be conclusive and binding upon Employer and Employee for all purposes. For purposes of making the calculations required by this Clause 12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes. The Parties shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area of Code Section 280G selected determination under this Clause 12. Employer shall bear all costs incurred for and by the Company Accountants in good faith and approved connection with any calculations or determinations contemplated 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madethis Clause 12.

Excise Taxes. Notwithstanding anything (a) In the event that the Executive becomes entitled to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under Section 5 of this Agreement, together with Agreement (the "Severance Payments") and/or any other payments and or benefits which Executive has in connection with a Change in Control or termination of the right Executive's employment with the Company (whether pursuant to receive from the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person) (collectively, the "Total Payments"), and if 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 no portion of such amounts and benefits received by Executive shall Total Payments will be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Code, the Severance Payments shall be reduced (subject to the 20% limitation described below) until no portion of the Total Payments are not deductible as a result of Section 280G of the Code. Notwithstanding the preceding sentence, the parties agree that in the event the Severance Payments would be required to be reduced by more than 20% in order to avoid the deduction limitations of Section 280G of the Code, no portion of the Severance Payments will be reduced, in which case the Company 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. (b) paid in fullFor purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, whichever produces (A) the better net after-tax position to 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, Payments shall be made 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 reducing, first, the Company's independent auditors and acceptable to the Executive the Payments (in whole or in part) do not constitute parachute payments or benefits to be paid in cash hereunder in the order in which such payment excess parachute payments or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, are otherwise not subject to the extent necessaryExcise Tax, through to such payment or benefit that would be made first in time(B) 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 Payments which shall be made by a nationally recognized public accounting firm treated as subject to the Excise Tax shall be equal to the lesser of (i) the total amount of the Payments or other nationally recognized firm that has expertise in (ii) the area amount of Code excess parachute payments within the meaning of Section 280G selected by 280G(b)(l) (after applying clause (A) above), and (C) the Company in good faith and approved by Executive, which approval shall not be unreasonably withheld. If a reduced value of any non-cash benefits or any deferred payment or benefit is made or provided shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and through error or otherwise that payment or benefit(4) of the Code. For purposes of determining the amount of the Gross-Up Payment, when aggregated with other payments and benefits from the Company (or its Affiliates) used in determining if a parachute payment exists, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately 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 the 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. (c) In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay any excess to the Company upon at the time that the amount of such reduction in Excise Tax is finally determined, 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 Excise Tax is determined to exceed the amount taken into account hereunder at tie time of the termination of employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company 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 Company of any audit or review by the Internal Revenue Service of the Executive's federal income tax return for the year in which a payment under this Agreement is made within ten (10) days of the Executive's receipt of notification that an overpayment has been madeof such audit or review. In addition, the Executive shall also notify the Company of the final resolution of such audit or review within ten (10) days of such resolution.

Excise Taxes. Notwithstanding Subject to the provisions of any Employment Agreement and notwithstanding anything to the contrary in this Agreement, if Executive 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 Executive the Grantee has the right to receive from the Company or any of its Affiliatesaffiliates 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 Executive 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 Executive 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, first, reducing 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 Company in good faith and approved by Executive, which approval shall not be unreasonably withheldCompany. 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, would subject Executive to exceeds one dollar ($1.00) less than three times the excise tax imposed by Code Section 4999Grantee’s base amount, then Executive the Grantee shall immediately repay any 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 (i) For purposes of this subsection 10(j), (1) a Payment shall mean any payment or distribution in the nature of compensation to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise; (2) Agreement Payment shall mean a Payment paid or payable pursuant to this Agreement (disregarding this subsection 10(j)); (2) Net After Tax Receipts shall mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), determined by applying the highest marginal rate under Section 1 of the Code applicable to the Executive's taxable income for such year; (4) "Present Value" shall mean such value determined in accordance with Section 280G(d) (4) of the Code; and (5) "Reduced Amount" shall mean the greatest aggregate amount of Payments, if any, which (x) is less than the sum of all Payments and (y) results in aggregate Net After Tax Receipts which are greater than the Net After Tax Receipts which would result if the aggregate Payments were made. (ii) Anything in this Agreement to the contrary notwithstanding, in this Agreementthe event PriceWaterhouseCoopers L.L.P. (or if PriceWaterhouseCoopers L.L.P. is the audit firm for the Corporation at the time, if another accounting firm of nationally recognized standing selected by Executive) (the "Accounting Firm") shall determine that receipt of all Payments would subject the Executive to tax under Section 4999 of the Code, it shall determine whether some amount of Payments would meet the definition of a "Reduced Amount." If the Accounting Firm determines that there is a “disqualified individual” (as defined in Code Section 280G(c))Reduced Amount, and the payments and benefits provided for under this Agreement, together with any other payments and benefits which Executive has the right to receive from 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 aggregate Agreement Payments shall be either (a) reduced to such Reduced Amount; provided, however, that if the Reduced Amount exceeds the aggregate Agreement Payments, the aggregate Payments shall, after the reduction of all Agreement Payments, be reduced (but not below zero) so that no portion of such amounts and benefits received by 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 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, 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 such excess. All determinations made by the payments Accounting Firm under this Section shall be binding upon the Corporation and benefits provided hereunder is necessary the Executive and shall be made within 60 days of the occurrence of an event which requires the Corporation to make payments to the Executive under this Agreement. No later than two business days following the making of this determination by a nationally recognized public accounting firm the Accounting Firm, the Corporation shall pay to or other nationally recognized firm that has expertise distribute for the benefit of the Executive such Payments as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the benefit of the Executive in the area of Code Section 280G selected future such Payments as become due to the Executive under this Agreement. The Corporation or its successor shall pay for the work done by the Company in good faith and approved by Executive, Accounting Firm. In the event that the Accounting Firm is unable or unwilling to make the determinations to be made under this subsection 10(j) or for any reason such determinations are not made within 60 days of the occurrence of the event 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 requires the Corporation to make payments and benefits from the Company (or its Affiliates) used in determining if a parachute payment exists, would subject Executive to the excise tax imposed by Code Section 4999Executive under this Agreement, the Corporation shall make all Payments as are then Executive shall immediately repay any excess due to the Company upon notification that an overpayment has been madeExecutive without reduction no later than two business days following the 60th day after the occurrence of the event which required the Corporation to make payments to the Executive under this Agreement.

Excise Taxes. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreementcontrary, if any payment or benefit the 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 Executive has the right to would receive from the Company or any of its AffiliatesParent, 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 or otherwise (including, without limitation, any payment, benefit, entitlement or distribution paid or provided by the person or entity effecting the change in control) in connection with a change of control (the “Total Payments”) (a) reduced constitute “parachute payments” within the meaning of Section 280G of the Code, and (b) but not below zero) so that no portion of such amounts and benefits received by Executive shall for this Section 11, would be subject to the excise tax imposed by Code Section 4999 or of the Code, then the Executive will be entitled to receive either (bi) paid in full, whichever produces the better net after-tax position to Executive full amount of the Total Payments (taking into account any the full value of the equity awards), or (ii) a portion of the Total Payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income and employment taxes and the excise tax under Code imposed by Section 4999 and any other applicable taxes)of the Code, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Total Payments. The reduction of payments and benefits hereunder, if applicable, Any determination required under this Section 11 shall be made in writing by reducingthe independent public accountants of the Company (the “Accountants”), firstwhose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making the calculations required by this Section 11, payments or benefits the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction pursuant to this Section 11 of the Total Payments to be paid in cash hereunder delivered to the Executive, such reduction shall occur in the order in which such following order: (i) any cash severance payable by reference to the Executive’s base salary or annual bonus, (ii) any other cash amount payable to Executive, (iii) any benefit valued as a “parachute payment,” and (iv) acceleration of vesting of any equity award. This Section 11 shall not apply, however, to any payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to if the extent necessary, through application of Section 280G(b)(5) of the Code to such payment or benefit that would be results in such payment or benefit not constituting a parachute payment under Section 280G(b)(2). For the avoidance of doubt, in the event additional Total Payments are made first to the Executive after the application of the cutback in time) andthis Section 11, thenwhich additional Total Payments result in the cutback no longer being applicable, reducing any benefit the Company shall pay the Executive an additional amount equal to be provided in kind hereunder in a similar orderthe value of the Total Payments which were originally cutback. The determination as to Company shall determine at the end of each calendar year whether any such restoration is necessary based on additional Total Payments (if any) made during such calendar year, and shall pay such restoration within seventy five (75) days of the last day of such calendar year. For purposes of determining the order of reduction of amounts payable under the Policy, the order of reduction specified therein shall govern the reduction of such amounts and, if and to the extent not addressed therein, shall be reduced in accordance with the foregoing.” 17. Section 13 of the Employment Agreement is hereby amended as follows: (a) the phrase “, Parent or Holdings” is hereby deleted and replaced with the phrase “or Parent” in the amount second and third lines thereof; and (b) the phrase “, Parent and Holdings” is hereby deleted and replaced with the phrase “and Parent” in the fifth line thereof. 18. Section 19 of the payments Employment Agreement is hereby amended by deleting the last sentence thereof. 19. Section 21 of the Employment Agreement is hereby amended and benefits provided hereunder is necessary shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise restated in the area of Code Section 280G selected by the Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been made.entirety as follows:

Excise Taxes. Notwithstanding anything If any of the payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the contrary in terms of this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with Agreement or any other payments and benefits which Executive has plan, arrangement or agreement with the right to receive from Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, being hereinafter referred to as the "Total Payments") will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up payment, shall be equal to the Total Payments. For purposes of determining whether 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 no portion of such amounts and benefits received by Executive shall Total Payments will be subject to the excise Excise Tax and the amount of such 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 imposed counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), 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 Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code Section 4999 shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (bwithin the meaning of section 280G(b)(4)(B) paid of the Code) in fullexcess of the base amount allocable to such reasonable compensation, whichever produces or are otherwise not subject to the better net afterExcise 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 Gross-Up Payment, the Executive shall be deemed to pay federal income tax position to Executive at the highest effective marginal rate of federal income taxation (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction the phase out of payments and benefits hereunder, if applicable, shall itemized deductions) in the calendar year in which the Gross-Up Payment is to be made by reducingand state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, firstthen the date on which the Gross- Up Payment is calculated for purposes of this Section 7), payments or benefits 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 Excise Tax is finally determined to be paid in cash less than the amount taken into account hereunder in calculating the order Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in which Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such payment or benefit would be paid or provided reduction (beginning with such payment or benefit plus that would be made last in time portion of the Gross-Up Payment attributable to the Excise Tax and continuingfederal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive to the extent necessarythat such repayment results in a reduction in Excise Tax and/or a federal, through state or local income or employment tax deduction) plus any interest received by Executive in connection with the government's refund of such overpayment. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such payment or benefit excess) at the time 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 such excess is finally determined. The Executive 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 Company shall each reasonably cooperate with the other in good faith and approved by Executive, which approval shall not be unreasonably withheld. If a reduced payment connection with any administrative or benefit is made judicial proceedings concerning the existence or provided and through error or otherwise that payment or benefit, when aggregated amount of liability for Excise Tax with other payments and benefits from the Company (or its Affiliates) used in determining if a parachute payment exists, would subject Executive respect to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madeTotal Payments.

Excise Taxes. Notwithstanding anything The following provisions shall apply to any excise tax imposed under Section 4999 of the Code (or its successor) (the "Excise Tax"): (a) If any of the payments or benefits received or to be received by the Executive in connection with a change in control of the Company or the Executive's termination of employment (whether pursuant to the contrary in terms of this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with Agreement or any other payments and benefits which Executive has plan, arrangement or agreement with the right to receive from Company, any person whose actions result in a change in control of the Company or any of its Affiliates, would constitute a “parachute payment” person affiliated with the Company or such person (as defined in Code Section 280G(b)(2the "Total Payments")), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that no portion of such amounts and benefits received by Executive shall will be subject to the excise Excise Tax, the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment tax imposed and Excise Tax upon the payment provided for by Code this Section 4999 or 6, shall be equal to the Total Payments. Such payment shall be made in the manner described in Section 5(d)(vii) hereof. (b) paid in fullIn determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, whichever produces the better net after-tax position to Executive (taking into account i) any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, Total Payments shall be made treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel selected by reducingthe Company's independent auditors and reasonably acceptable to the Executive, first, such payments or benefits (in whole or in part) do not constitute parachute payments, and all "excess parachute payments" (within the meaning of Section 280G(b)(1) of the Code) shall be treated as subject to be paid in cash hereunder the Excise Tax unless, in the order opinion of such tax counsel, such excess parachute payments (in which such whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code), or are otherwise not subject to the Excise Tax, and (ii) the value of any noncash benefits or any deferred payment or benefit would shall be paid or provided determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (beginning with such payment or benefit that would be made last in time and continuing, to 4) of 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 orderCode. The determination as to whether any such reduction in For purposes of determining the amount of the payments and benefits provided hereunder is necessary Gross-Up Payment, the Executive shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise deemed to pay federal income and employment taxes at the highest marginal rate of federal income and employment taxation in the area calendar year in which the Gross-Up Payment is to be made and state and local income and employment taxes at the highest marginal rate of Code Section 280G selected taxation in the state and locality of the Executive's residence on the Date of Termination (or such other time as is hereinafter described), net of the maximum reduction in federal income or employment taxes which could be obtained from deduction of such state and local taxes. (c) If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Executive's employment (or such other time as is hereinafter described), the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Company 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, would subject Executive to the excise extent that such repayment results in a reduction in Excise Tax or a federal, state or local income or employment tax imposed deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. If the Excise Tax exceeds the amount taken into account hereunder (including by Code Section 4999reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), then the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall immediately repay each reasonably cooperate with the other in connection with any excess administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Company upon notification that an overpayment has been madeTotal Payments.

Excise Taxes. Notwithstanding anything to (i) In the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with event that any other payments and benefits which Executive has the right to receive from 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 amounts payable under this Agreement shall be either or otherwise to the Employee would (a1) reduced constitute "parachute payments" within the meaning of Section 280G of the Code or any comparable successor provision and (2) but not below zero) so that no portion of such amounts and benefits received by Executive shall for this Section 25(b), be subject to the excise tax imposed by Code Section 4999 of the Code or any comparable successor provision (the "Excise Tax"), then such amounts payable to the Employee shall be either (y) provided to the Employee in full or (bz) paid provided to the Employee to the maximum extent that would result in fullno portion of such benefits being subject to the Excise Tax, whichever produces of the better net after-tax position to Executive (foregoing amounts, when taking into account any applicable excise tax under Code Section 4999 federal, state, local, and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the Employee's receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Employer and the Employee otherwise agree in writing, any determination required under this Section 25(b) shall be made in writing in good faith by the Employer's independent accounting firm (the "Independent Accountants"). In the event of a reduction in benefits hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (I) any cash severance payments subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and sequentially thereafter working from the next last payment; (2) any cash severance payments not subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and sequentially thereafter working from the next last payment; (3) any acceleration of vesting of any equity subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without any such acceleration) first remaining as originally scheduled to vest; and (4) ally acceleration of vesting of any equity not subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without any such acceleration) first remaining as originally scheduled to vest. For purposes of making the calculations required by this Section 25(b), the Independent Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of the Code and other applicable legal authority. The Employer and the Employee shall furnish to the Independent Accountants such information and documents as the Independent Accountants may reasonably request in order to make a determination under this Section 25(b). The reduction Employer shall bear all costs that the Independent Accountants may reasonably incur in connection with any calculations contemplated by this Section 25(b). (ii) If notwithstanding any reductions described in this Section 25(b) the Internal Revenue Service (the "IRS") determines that the Employee is liable for the Excise Tax as a result of payments and benefits hereunderthe receipt of amounts payable under this Agreement or otherwise as described above, if applicablethen the Employee shall be obligated to pay back to the Employer, within 30 days after a final IRS determination or, in the event that the Employee challenges the final IRS determination, a final judicial determination, a portion of such amounts equal to the Repayment Amount. The "Repayment Amount," with respect to the payment of benefits, shall be made by reducingthe smallest such amount, firstif any, payments or benefits that is required to be paid in cash hereunder to the Employer so that the Employee's net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) are maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in the order in which such payment or benefit would be paid or provided (beginning Employee's net after-tax proceeds with such payment or benefit that would be made last in time and continuing, respect to the extent necessarypayment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this Section 25(b), through to such payment or benefit that would be made first in timethe Employee shall pay the Excise Tax. (iii) and, then, reducing Notwithstanding any benefit to be provided in kind hereunder in other provision of this Section 25(b) if (I) there is a similar order. The determination as to whether any such reduction in the amount payment of benefits as described in this Section 25(b), (2) the IRS later determines that the Employee is liable for the Excise Tax, the payment of which would result in the maximization of the payments Employee's net after-tax proceeds (calculated as if the Employee's benefits had not previously been reduced), and benefits provided hereunder is necessary (3) the Employee pays the Excise Tax, then the Employer 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 Company 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, would subject Executive pay to the excise Employee those benefits which were reduced pursuant to this Section 25(b) as soon as administratively possible after the Employee pays the Excise Tax, so that the Employee's net after-tax imposed by Code Section 4999, then Executive shall immediately repay any excess proceeds with respect to the Company upon notification that an overpayment has been madepayment of benefits are maximized.

Excise Taxes. Notwithstanding anything 5.1 In the event that any payment or benefit received or to be received by Employee pursuant to the contrary terms of this Agreement (the "Contract Payments") or in this Agreement, if Executive is connection with Employee's termination of employment or contingent upon a “disqualified individual” change in control of the Company pursuant to any plan or arrangement or other agreement with the Employer or the Company (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreementor any affiliate) ("Other Payments" and, together with any other payments and benefits which Executive has the right to receive from Contract Payments, 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 no portion of such amounts and benefits received by Executive shall be subject to the excise tax (the "Excise Tax"), imposed by Code Section 4999 of the Code, as determined as provided below, the Employer shall pay to Employee, at the time specified in Section 5.2 below, an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after deduction of the Excise Tax on Contract Payments and Other Payments and any federal, state and local income or other tax and Excise Tax upon the payment provided for by this Section 5.1, and any interest, penalties or additions to tax payable by Employee with respect thereto, shall be equal to the total present value of the Contract Payments and Other Payments at the time such Payments are to be made. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Payments 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, except to the extent that, in the opinion of independent tax counsel selected by the Employer's independent auditors and reasonably acceptable to Employee ("Tax Counsel"), a Payment (in whole or in part) does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, or such "excess parachute payments" (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (bB) paid the amount of "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in fullaccordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, whichever produces Employee shall be deemed to pay federal income tax at the better highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to Employee in the calendar year in which the Gross-Up Payment is to be made, net after-tax position to Executive (of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable excise to individuals subject to federal income tax under Code at the highest marginal rates. 5.2 Gross-Up Payments provided for in Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, 5.1 hereof shall be made upon the earlier of (i) the payment to Employee of any Contract Payment or Other Payment or (ii) the imposition upon Employee or payment by reducingEmployee of any Excise Tax. 5.3 The Employee shall notify the Employer in writing of any claim by the Internal Revenue Service that, firstif successful, payments or benefits would require the payment by the Employer of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Employee 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 paid. The Employee shall not pay such claim prior to expiration of the 30 day period following the date on which the Employee gives such notice to the Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Employer notifies the Employee in cash writing prior to the expiration of such period that it desires to contest such claim the Employee shall: i) give the Employer any information reasonably requested by the Employer relating to such claim; ii) take such action in connection with contesting such claim as the 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 Employer and reasonably satisfactory to the Employee; iii) cooperate with the Employer in good faith in order to effectively contest such claim; and iv) permit the Employer to participate in any proceedings relating to such claim; provided, however, that the Employer 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 any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. 5.4 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 the Employee to pay the tax claimed and ▇▇▇ 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 Employer shall reasonably determine; provided, however, that if the Employer directs the Employee to pay such claim and ▇▇▇ for a refund, the Employer shall advance the amount of such payment to the Employee on a 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 or 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 statute of limitations to enable the Employer to contest such claim, the Employee may limit this extension solely to such contested amount. The Employer's control of the contest shall be limited to 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 Internal Revenue Service or any other taxing authority. In addition, no position may be taken nor any final resolution be agreed to by the Employer without the Employee's consent if such position or resolution could reasonably be expected to adversely affect the Employee (including any other tax position of the Employee unrelated to the matters covered hereby). 5.5 As a result of the uncertainty in the order in application of Section 4999 of the Code at the time of the initial determination by the Employer or the Tax Counsel hereunder, it is possible that Gross-Up Payments which such payment or benefit would be paid or provided will not have been made by the Employer should have been made (beginning "Underpayment"), consistent with such payment or benefit that would the calculations required to be made last in time hereunder In the event that the Employer exhausts its remedies and continuing, the Employee thereafter is required to pay to the extent necessaryInternal Revenue Service an additional amount in respect of any Excise Tax, through to such payment the Employer 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 Tax Counsel shall determine 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 Underpayment that has expertise in the area of Code Section 280G selected occurred and any such Underpayment shall promptly be paid by the Company Employer to or for the benefit of the Employee. 5.6 If, after the receipt by Employee of the Gross-Up Payment or an amount advanced by the Employer in good faith and approved connection with the contest of an Excise Tax claim, the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall promptly pay to the Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executivethe Employee of an amount advanced by the Employer in connection with an Excise Tax claim, which approval a determination is made that Employee shall not be unreasonably withheld. If a reduced payment or benefit is made or provided entitled to any refund with respect to such claim and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or Employer does not notify the Employee in writing of its Affiliates) used in determining if a parachute payment exists, would subject Executive intent to contest the denial of such refund prior to the excise tax imposed by Code Section 4999expiration of 30 days after such determination, then Executive such advance shall immediately repay any excess be forgiven and shall not be required to the Company upon notification that an overpayment has been madebe repaid.

Excise Taxes. Notwithstanding anything If Executive becomes entitled to the contrary in payments under this Agreement, if Executive is a “disqualified individual” Section 3 (as defined in Code Section 280G(c)"Severance Payments"), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or if 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 no portion of such amounts and benefits received by Executive shall Severance Payments will be subject to the excise tax ("Excise Tax") imposed by Code Section 4999 or of the Internal Revenue Code of 1986, as amended (bthe "Code"), Executive shall receive at the time specified below an additional amount ("Gross-Up Payment") paid in fullsuch that the net amount retained by Executive, whichever produces after deduction of any Excise Tax on the better net after-tax position to Executive (taking into account any applicable excise tax under Code Section 4999 Severance Payments and any other applicable taxesfederal, state and local income tax and Excise Tax upon the payment provided for by this Section 3(g). The reduction of payments and benefits hereunder, if applicable, shall be made by reducingequal to the Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax, first, (i) any other payments or benefits received or to be paid received by Executive in cash hereunder connection with a Change in Control or Executive's Termination (whether pursuant to the terms of this Agreement or with any other plan, arrangement or agreement with Reynolds, with any person whose actions result in a Change in ▇▇▇trol, or with any person affiliated with Reynolds or such person) shall be treated as "parachute p▇▇▇▇▇▇▇" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the order opinion of tax counsel selected by Reynolds' independent auditors and acceptable to Executiv▇ ▇▇▇▇ ▇ther payments or benefits (in which whole or in part) do not constitute parachute payments, or such payment excess parachute payments (in whole or benefit would be paid 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 provided (beginning with such payment or benefit that would be made last in time and continuing, are otherwise not subject to the extent necessaryExcise Tax, through to such payment or benefit that would be made first in time(ii) 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 Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Severance 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 provided or any deferred payment or benefit shall be determined by Reynolds' independent auditors in accordance with the pri▇▇▇▇▇▇▇ of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is 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 time of Termination, Executive shall repay to Reynolds at the time that the amount of such reduction in ▇▇▇▇▇▇ Tax is necessary finally determined the portion of the Gross-up Payment attributable to such reduction (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 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 Excise 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), Reynolds shall make an additional gross-up payment in res▇▇▇▇ ▇▇ such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined. The Gross-Up Payment shall be made by a nationally recognized public accounting firm not later than the fifth business day following Termination; provided, however, that if the amount of such payment cannot be finally determined on or other nationally recognized firm that has expertise in the area of Code Section 280G selected by the Company before such day, Reynolds shall pay Executive on such day an estimate as d▇▇▇▇▇▇▇▇d in good faith by Reynolds of the minimum amount of such payment and approved by Executive, which approval shall not pay t▇▇ ▇▇▇▇▇nder of such payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be unreasonably withhelddetermined but in no event later than the thirtieth day after Termination. If the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a reduced payment or benefit is made or loan by Reynolds to Executive payable on the fifth business day after ▇▇▇▇▇▇ ▇y Reynolds (together with interest at the rate provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from in Secti▇▇ 1274(b)(2)(B) of the Company (or its Affiliates) used in determining if a parachute payment exists, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madeCode).

Excise Taxes. Notwithstanding anything If any of the payments or benefits received or to be ------------ received by the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the contrary in terms of this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with Agreement or any other payments and benefits which Executive has plan, arrangement or agreement with the right to receive from Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, being hereinafter referred to as the "Total Payments") will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up payment, shall be equal to the Total Payments. For purposes of determining whether 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 no portion of such amounts and benefits received by Executive shall Total Payments will be subject to the excise Excise Tax and the amount of such 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 imposed counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), 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 Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code Section 4999 shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (bwithin the meaning of section 280G(b)(4)(B) paid of the Code) in fullexcess of the base amount allocable to such reasonable compensation, whichever produces or are otherwise not subject to the better net afterExcise 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 Gross-Up Payment, the Executive shall be deemed to pay federal income tax position to Executive at the highest effective marginal rate of federal income taxation (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction the phase out of payments and benefits hereunder, if applicable, shall itemized deductions) in the calendar year in which the Gross-Up Payment is to be made by reducingand state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, firstthen the date on which the Gross-Up Payment is calculated for purposes of this Section 7), payments or benefits 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 Excise Tax is finally determined to be paid in cash less than the amount taken into account hereunder in calculating the order Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in which Excise Tax is finally determined, the portion of the Gross- Up Payment attributable to such payment or benefit would be paid or provided reduction (beginning with such payment or benefit plus that would be made last in time portion of the Gross-Up Payment attributable to the Excise Tax and continuingfederal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive to the extent necessarythat such repayment results in a reduction in Excise Tax and/or a federal, through state or local income or employment tax deduction) plus any interest received by Executive in connection with the government's refund of such overpayment. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such payment or benefit excess) at the time 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 such excess is finally determined. The Executive 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 Company shall each reasonably cooperate with the other in good faith and approved by Executive, which approval shall not be unreasonably withheld. If a reduced payment connection with any administrative or benefit is made judicial proceedings concerning the existence or provided and through error or otherwise that payment or benefit, when aggregated amount of liability for Excise Tax with other payments and benefits from the Company (or its Affiliates) used in determining if a parachute payment exists, would subject Executive respect to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madeTotal Payments.

Excise Taxes. Notwithstanding anything If any of the payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the contrary in terms of this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with Agreement or any other payments and benefits which Executive has plan, arrangement or agreement with the right to receive from Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, being hereinafter referred to as the "Total Payments") will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up payment, shall be equal to the Total Payments. For purposes of determining whether 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 no portion of such amounts and benefits received by Executive shall Total Payments will be subject to the excise tax imposed by Code Section 4999 or Excise Tax and the amount of such Excise Tax, (bi) paid in full, whichever produces all of the better net after-tax position to 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, Total Payments shall be made treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by reducingthe accounting firm which was, firstimmediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), 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 Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(1) of the Code shall be treated as subject to be paid in cash hereunder the Excise Tax unless, in the order opinion of Tax Counsel, such excess parachute payments (in which 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 would shall be paid or provided determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (beginning with such payment or benefit that would be made last in time and continuing, to 4) of 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 orderCode. The determination as to whether any such reduction in For purposes of determining the amount of the payments and benefits provided hereunder is necessary Gross-Up Payment, the Executive shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise deemed to pay federal income tax at the highest marginal rate of federal income taxation in the area calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of Code taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section 280G selected 7), 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 Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Company 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, would subject Executive to the excise extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax imposed deduction) plus interest on the amount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by Code Section 4999reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), then the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall immediately repay each reasonably cooperate with the other in connection with any excess administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Company upon notification that an overpayment has been madeTotal Payments.

Excise Taxes. Notwithstanding anything (i) If any of the payments or benefits received or to be received by Executive, whether pursuant to the contrary in terms of this AgreementAgreement or any other plan, if Executive is a “disqualified individual” 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 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 Executive, after deduction of any total excise tax, together with all applicable interest and penalties (collectively, the "Excise Tax") Tax on the Total ---------- Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments. (ii) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such 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"), 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 Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (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 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 if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section 280G(c6(b)), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. If there has not been a Date of Termination with respect to Executive, the Company shall cause the Gross-Up Payment to be calculated within 30 days of a written request to that effect from Executive. (iii) 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 liability for Excise Tax with respect to the Total Payments. (iv) The payments provided in this Section 6(c) shall be made not later than the fifth day following the Date of Termination (or if there is no Date of Termination, then the fifth day following date on which the Gross-Up Payment is calculated for purposes of Section 6(c), provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to 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 benefits shall pay the remainder of such payments (together with interest on the unpaid remainder) at 120% of the rate provided for 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, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliates, would constitute shall provide Executive with a “parachute payment” (as defined in Code Section 280G(b)(2)), then written statement setting forth the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that no portion of such amounts and benefits received by 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 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, first, payments or benefits to be paid in cash hereunder in the order manner in which such payment payments were calculated and the basis for such calculations including, without limitation, any opinions or benefit would 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 paid or provided (beginning with such payment or benefit that would be made last in time and continuing, attached 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madestatement).

Excise Taxes. Notwithstanding anything to To the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and extent that any of the payments and benefits provided for under in this AgreementAgreement or otherwise payable to Employee constitute "parachute payments" within the meaning of Section 280G of the Code, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliatesas amended, and, but for this Section 12, 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 no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code, then Employee's benefits under this Agreement shall be payable either (i) in full or (bii) paid to such lesser amount as would result in fullno portion of severance payments being subject to excise tax under Section 4999 of the Code, whichever produces which ever of the better net after-tax position to Executive (foregoing amounts, taking into account any the applicable excise tax under Code Section 4999 federal, state and any other applicable taxes). The reduction of payments local income taxes and benefits hereunder, if applicable, shall be made by 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive results in the receipt by Employee on an after tax basis of the greatest amount of severance benefits provided pursuant to this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section shall immediately repay any excess be made in writing by an independent public accounting firm reasonably acceptable to the Company other than that used by the Company (the "Accountants"), whose determination shall be conclusive and binding upon notification that an overpayment has been madeEmployee and the Company for all purposes. For purposes of making the calculations required by this Section 12, the Accountants may made reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information as the Accountants may reasonably request in order to make a determination under this Section 12. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 12.

Excise Taxes. Notwithstanding anything herein to the contrary contrary, in this Agreement, if Executive is a the event that any payments or benefits paid or payable hereunder or otherwise to Employee (the “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 Executive has the right to receive from 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 constitute “parachute payments" within the meaning of Section 280G of the Code, and (b) but not below zero) so that no portion of such amounts and benefits received by Executive shall for this sentence, would be subject to the excise tax imposed by Code Section 4999 or of the Code (bthe “Excise Tax"), then such Payments will be reduced to be equal to the Reduced Amount (as defined below) paid if and to the extent that a reduction in fullthe Payments would result in Employee retaining a larger amount, whichever produces the better net on an after-tax position to Executive basis (taking into account any applicable excise tax under Code Section 4999 federal, state and any other applicable taxeslocal income and employment taxes and the Excise Tax), than if Employee received the entire amount of such Payments in accordance with their existing terms. The “Reduced Amount" will be the largest portion of the Payments that would result in no portion of the Payments being subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments" is necessary so that the Payment equals the Reduced Amount, reduction shall occur in a manner necessary to provide Employee with the greatest economic benefit. If more than one manner of reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits necessary to be paid in cash hereunder in arrive at 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 continuingReduced Amount yields the greatest economic benefit, 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 reduced pro rata. Employee may not exercise any discretion with respect to the ordering of any reductions of payments or benefits under this Clause 12. Unless the Parties otherwise agree in writing, any determination required under this Clause 12 shall be made in writing by Employer’s or an Affiliate’s independent public accountants (the “Accountants"), whose determination shall be conclusive and binding upon Employer and Employee for all purposes. For purposes of making the calculations required by this Clause 12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes. The Parties shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area of Code Section 280G selected determination under this Clause 12. Employer shall bear all costs incurred for and by the Company Accountants in good faith and approved connection with any calculations or determinations contemplated 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madethis Clause 12.

Excise Taxes. Notwithstanding anything to In the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and event that the payments and benefits provided for under in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliates, would Agreement constitute a “parachute paymentpayments” (as defined in within the meaning of Section 280G of the 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 no portion of such amounts and benefits received by Executive shall will be subject to the excise tax imposed by Code Section 4999 or of the Code (bthe “Excise Tax”), then Executive’s severance benefits payable under the terms of this Agreement will be either (i) paid delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax, whichever produces of the better net foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax position to Executive (taking into account any applicable excise tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any other determination required under this Section 13(h) will be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 13(h), the Accountants may make reasonable assumptions and approximations concerning applicable taxestaxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 13(h). The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 13(h). Any reduction in payments and/or benefits required by this Section 13(h) shall occur in the following order: (1) reduction of payments cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits hereunder, if applicable, shall be made by 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 to Executive. In the event 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 acceleration of vesting of equity awards is to be provided in kind hereunder in a similar order. The determination as to whether any reduced, such reduction acceleration of vesting shall be cancelled in the amount reverse order 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 date of grant for the area of Code Section 280G selected by the Company in good faith and approved by Executive, which approval shall not be unreasonably withheld’s equity awards. If two or more equity awards are granted on the same day, the equity awards will be reduced on 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madepro-rata basis.

Excise Taxes. Notwithstanding anything (i) 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 Executive is connection with Executive's termination of employment or contingent upon a “disqualified individual” Change in Control of the Company pursuant to any plan or arrangement or other agreement with the Company (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreementor any affiliate) ("Other Payments" and, together with any other payments and benefits which Executive has the right to receive from Contract Payments, 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 no portion of such amounts and benefits received by Executive 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 the Excise Tax on Contract Payments and Other Payments and any federal, state and local income or other tax and Excise Tax upon the payment provided for by this Section 5(i), and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the total present value of the Contract Payments and Other Payments at the time such Payments are to be made. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (b1) paid the total amount of the Payments 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, except to the extent that, in full, whichever produces the better net after-opinion of independent tax position counsel selected by the Company's independent auditors and reasonably acceptable to Executive ("Tax Counsel"), a Payment (in whole or in part) does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, or such "excess parachute payments" (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that 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) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to individuals as are in effect in the state and locality of Executive's residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable excise to individuals subject to federal income tax under Code at the highest marginal rates. (ii) The Gross-Up Payments provided for in Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, 5(i) hereof shall be made upon the earlier of (i) the payment to Executive of any Contract Payment or Other Payment or (ii) the imposition upon Executive or payment by reducingExecutive of any Excise Tax. (iii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, firstif successful, payments or benefits would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 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 in cash hereunder in the order in which paid. The Executive shall not pay such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, claim prior to the extent necessary, through expiration of the 30 day period following the 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 payment or benefit claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that would be made first it desires to contest such claim, the Executive shall: 1) give the Company any information reasonably requested by the Company relating to such claim; 2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time) and, thenincluding, reducing any benefit without limitation, accepting legal representation with respect 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 claim by a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area of Code Section 280G an attorney reasonably selected by the Company and reasonably satisfactory to the Executive; 3) cooperate with the Company in good faith in order to effectively contest such claim; and 4) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and approved 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 Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. (iv) 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 sue for a refund or contest the ▇▇aim 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, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company s▇▇▇l advance the amount of such payment to the Executive on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after- tax basis, from any Excise Tax or other 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 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. In addition, no position may be taken nor any final resolution be agreed to by the Company without the Executive's consent if such position or resolution could reasonably be expected to adversely affect the Executive (including any other tax position of the Executive unrelated to the matters covered hereby). (v) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Company or the Tax Counsel hereunder, it is possible that Gross-Up Payments which approval will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies and the Executive thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the Company or the Tax Counsel shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of the Executive. (vi) If, after the receipt by Executive of the Gross-Up Payment or an amount advanced by the Company in connection with the contest of an Excise Tax claim, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company in connection with an Excise Tax claim, a determination is made that Executive shall not be unreasonably withheld. If a reduced payment or benefit is made or provided entitled to any refund with respect to such claim and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or does not notify the Executive in writing of its Affiliates) used in determining if a parachute payment exists, would subject Executive intent to contest the denial of such refund prior to the excise tax imposed by Code Section 4999expiration of 30 days after such determination, then Executive such advance shall immediately repay any excess be forgiven and shall not be required to the Company upon notification that an overpayment has been madebe repaid.

Excise Taxes. (a) Notwithstanding any other provision of this Agreement, in the event that you become entitled to receive or 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 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 this Section 9(a), any of the Payments will be subject to any excise tax pursuant to Code Section 4999 or any similar or successor provision (the “Excise Tax”), the Company shall pay to you either (i) the full amount of the Payments or (ii) an amount equal to the Payments reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the 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 Payments 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. (b) All computations and determinations called for by Sections 9(a) and 9(c) shall be made and reported in writing to the Company and you by a third‑party service provider selected by the Company (the “Tax Advisor”), and all such computations and determinations shall be conclusive and binding on the Company and you. For purposes of such calculations and determinations, the Tax Advisor may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and you shall furnish to the Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make their required calculations and determinations. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services. (c) In the event that Section 9(a) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company 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 in this Agreementherein, if 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 Executive has the right to receive from 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 no portion of such amounts and benefits received by 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 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, 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 structured in a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area of manner intended to comply with Code Section 280G selected by the Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been made.409A.

Excise Taxes. Notwithstanding anything (a) (i) 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 Executive is connection with Executive’s termination of employment or contingent upon a “disqualified individual” change in control (as defined under Section 280G of the Code) of the Company pursuant to any plan or arrangement or other agreement with the Company (or any affiliate) (“Other Payments” and, together with the Contract Payments, the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, as determined as provided below, the Company shall pay to Executive, at the time specified in Code Section 280G(c)20(b) 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 20(a), and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the payments and benefits provided for 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 basis, less than 110% of the amount of the Payment which could be paid to Executive under this AgreementSection 280G of the Code without causing the imposition of the Excise Tax, together with then the Payment shall be limited to the largest amount payable (as described above) without resulting in the imposition of any other payments and benefits which Executive has Excise Tax (such amount, the right to receive from “Capped Amount”). (ii) For purposes of determining the Company or Capped Amount, whether any of its Affiliatesthe Payments will be subject to the Excise Tax and the amounts of such Excise Tax, would (A) the total amount of the Payments 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, except to the extent that, in the opinion of independent tax counsel selected by the Company’s independent auditors and acceptable to Executive (“Tax Counsel”), a Payment (in whole or in part) does not constitute a “parachute payment” (as defined in Code within the meaning of Section 280G(b)(2)) of the Code, or such “excess parachute payments” (in whole or in part) are not subject to the Excise Tax, (B) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Payments or (2) the amount of “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (after applying clause (A) hereof), then and (C) the payments and value of any noncash benefits provided for under this Agreement or any deferred payment or benefit shall be either determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (a4) reduced (but not below zero) so that no portion of such amounts and benefits received by the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be subject deemed to pay federal income tax at the excise tax imposed by Code Section 4999 or (b) paid highest marginal rates of federal income taxation applicable to individuals in fullthe calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to individuals as are in effect in the state and locality of Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, whichever produces net of the better net after-tax position to Executive (maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable excise to individuals subject to federal income tax at the highest marginal rates. (iii) If the Tax Counsel determines that any Excise Tax is payable by Executive and that the criteria for reducing the Payments to the Capped Amount (as described in Section 20(a)(i) above) is met, then the Company shall reduce the Payments by the amount which, based on the Tax Counsel’s determination and calculations, would provide Executive with the Capped Amount, and pay to Executive such reduced Payments; provided that the Company shall first reduce the severance payment under Code Section 4999 4(c) and any other applicable taxesshall next reduce the benefits provided under the Company’s incentive equity plan pursuant to which Executive has been awarded equity. If the Tax Counsel determines that an Excise Tax is payable, without reduction pursuant to Section 20(a)(i), above, the Company shall pay the required Gross-Up Payment to, or for the benefit of, in accordance with Section 20(b). The reduction of payments and benefits hereunderIf the Tax Counsel determines that no Excise Tax is payable by Executive, if applicableit shall, shall be made 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/her federal, state, local income or other tax return. Any determination by 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 Tax Counsel as to whether any such reduction in the amount of the payments Gross-Up Payment shall be binding upon the Company and benefits Executive absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no 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. (b) The Gross-Up Payments provided hereunder is necessary for in Section 20(a) hereof shall be made upon the earlier of (i) the payment to Executive of any Contract Payment or Other Payment or (ii) the imposition upon Executive or payment by Executive of any Excise Tax. (c) 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 a nationally recognized public accounting firm 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. Executive shall not pay such claim prior to the expiration of the 30 day period following the date on which Executive gives such notice to the Company (or other nationally recognized firm such shorter period ending on the date that has expertise any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the area expiration of Code Section 280G such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) 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 and reasonably satisfactory to Executive; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and approved 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 Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. (d) 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 ▇▇▇ 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, however, that if the Company directs Executive to pay such claim and ▇▇▇ 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 other 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 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 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. In addition, no position may be taken nor any final resolution be agreed to by the Company without Executive’s consent if such position or resolution could reasonably be expected to adversely affect Executive (including any other tax position of Executive unrelated to the matters covered hereby). (e) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Company or the Tax Counsel hereunder, it is possible that Gross-Up Payments which approval will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies and Executive thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the Company or the Tax Counsel shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of Executive. (f) If, after the receipt by Executive of the Gross-Up Payment or an amount advanced by the Company in connection with the contest of an Excise Tax claim, Executive becomes entitled to receive any refund with respect to such claim, Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company in connection with an Excise Tax claim, a determination is made that Executive shall not be unreasonably withheld. If a reduced payment or benefit is made or provided entitled to any refund with respect to such claim and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or does not notify Executive in writing of its Affiliates) used in determining if a parachute payment exists, would subject Executive intent to contest the denial of such refund prior to the excise expiration of 30 days after such determination, such advance shall be forgiven and shall not be required to be repaid. (g) Notwithstanding the foregoing provisions of this Section 20: (i) In no event shall the Company’s liability for Gross-Up Payments to Executive under this Section 20 exceed the amount of the “tax imposed by Code gross-up payment” on any Payment permitted under Treasury Regulation Section 49991.409A-3(i)(1)(v); and (ii) In no event shall the Company’s liability for any Gross-Up Payments to Executive under this Section 20, then Executive shall immediately repay taken together with any excess gross-up payments payable to ▇▇▇ ▇▇▇▇▇ pursuant to his Employment Agreement (the “Green Employment Agreement”) with the Company of even date herewith and any gross-up payments payable to Producers Sales Organization pursuant to the Consulting Agreement (the “Consulting Agreement”) with the Company upon notification and ▇▇▇▇ ▇▇▇▇ of even date herewith (the “Aggregate Gross-Up Payments”), exceed $1,000,000 (the “Maximum Amount”) in the aggregate. In the event that the Aggregate Gross-Up Payments would exceed $1,000,000, Executive’s Gross-Up Payment under this Section 20 shall not exceed an overpayment has been madeamount equal to (A) the Maximum Amount, multiplied by (B) a fraction, the numerator of which is equal to the Gross-Up Payment that would be payable to Executive pursuant to this Section 20 (without regard to the application of this Section 20(g)(ii)), and the denominator of which is the aggregate Gross-Up Payments that would be payable to Executive pursuant to this Section 20 and ▇▇▇ ▇▇▇▇▇ pursuant to the Green Employment Agreement and Producers Sales Organization pursuant to the Consulting Agreement (without regard to the application of this Section 20(g)(ii) or any comparable provision in such other agreements). (h) The Gross-Up Payment shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). Interest and penalties with respect to any Gross-Up Payment or that are otherwise incurred by the Company on Executive’s behalf or required to be paid by the Company under this Section 20 shall be paid to Executive or on Executive’s behalf only to the extent permitted under Treasury Regulation Section 1.409A-3(i)(1)(v). Notwithstanding the other provisions of this Section 20, all Gross-Up Payments shall be made to the Executive not later than the end of the calendar year following the year in which the Executive remits the related taxes, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). Any costs and expenses (including any Excise Tax, income or other taxes or interest and penalties) incurred by the Company on Executive’s behalf or required to be paid by the Company under this Section 20 due to any tax contest, audit or litigation shall be paid by the Company by the end of Executive’s taxable year following Executive’s taxable year in which the taxes that are the subject of the tax contest, audit or litigation are remitted to the taxing authority, or where, as a result of such tax contest, audit or litigation, no taxes are remitted, the end of Executive’s taxable year following Executive’s taxable year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest or litigation, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v).

Excise Taxes. Notwithstanding anything (a) In the event that any payment or benefit received or to be received by you pursuant to the contrary terms of this Agreement in this Agreementconnection with and contingent on the termination of your employment with the Company (the "Contract Payments") or of any other plan, if Executive is a “disqualified individual” arrangement or agreement of the Company (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreementor any affiliate) ("Other Payments" and, together with any other payments and benefits which Executive has the right to receive from Contract Payments, 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 no portion of such amounts and benefits received by Executive shall be subject to the excise tax (the "Excise Tax") imposed by Code Section 4999 of the Internal Revenue Code of 1986 (as amended from time to time, the "Code") as determined as provided below, the Company shall pay to you, at the time specified in Section 7(b) below, an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of the Excise Tax on Payments and any federal, state and local income tax and the Excise Tax upon the Gross-Up Payment, and any interest, penalties or additions to tax payable by you with respect thereto, shall be equal to the total present value (using the applicable federal rate (as defined in Section 1274(d) of the Code in such calculation) of the Payments at the time such Payments are to be made. The Company shall have the right to make any such Gross-Up Payment, in whole or in part, in the form of a noncash payment of equal value (as determined by Independent Counsel) to that portion of the Gross-Up Payment had it been paid in cash. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Payments 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)(l) of the Code shall be treated as subject to the Excise Tax, except to the extent that, in the opinion of independent counsel selected by the Company and reasonably acceptable to you ("Independent Counsel"), a Payment (in whole or in part) does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code, or such "excess parachute payments" (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (bB) paid the amount of "excess parachute payments" within the meaning of section 280G(b) (1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit included in fullthe Payments or Gross-Up Payment, whichever produces as applicable, shall be determined by Independent Counsel in accordance with the better principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rates of federal income taxation applicable to the individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation applicable to individuals as are in effect in the state and locality of your residence in the calendar year in which the Gross-Up Payment is to be made, net after-tax position to Executive (of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable excise to individuals subject to federal income tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in at 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madehighest marginal rates.

Excise Taxes. Notwithstanding anything to (i) In the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with event that any other payments and benefits which Executive has the right to receive from 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 amounts payable under this Agreement shall be either or otherwise to the Employee would (a1) reduced constitute “parachute payments” within the meaning of Section 280G of the Code or any comparable successor provision and (2) but not below zero) so that no portion of such amounts and benefits received by Executive shall for this Section 25(b), be subject to the excise tax imposed by Code Section 4999 of the Code or any comparable successor provision (the “Excise Tax”), then such amounts payable to the Employee shall be either (y) provided to the Employee in full or (bz) paid provided to the Employee to the maximum extent that would result in fullno portion of such benefits being subject to the Excise Tax, whichever produces of the better net after-tax position to Executive (foregoing amounts, when taking into account any applicable excise tax under Code Section 4999 federal, state, local, and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the Employee’s receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 25(b) shall be made in writing in good faith by the Company’s independent accounting firm (the “Independent Accountants”). In the event of a reduction in benefits hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (1) any cash severance payments subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and sequentially thereafter working from the next last payment; (2) any cash severance payments not subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and sequentially thereafter working from the next last payment; (3) any acceleration of vesting of any equity subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without any such acceleration) first remaining as originally scheduled to vest; and (4) any acceleration of vesting of any equity not subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without any such acceleration) first remaining as originally scheduled to vest. For purposes of making the calculations required by this Section 25(b), the Independent Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of the Code and other applicable legal authority. The Company and the Employee shall furnish to the Independent Accountants such information and documents as the Independent Accountants may reasonably request in order to make a determination under this Section 25(b). The reduction Company shall bear all costs that the Independent Accountants may reasonably incur in connection with any calculations contemplated by this Section 25(b). (ii) If notwithstanding any reductions described in this Section 25(b) the Internal Revenue Service (the “IRS”) determines that the Employee is liable for the Excise Tax as a result of payments and benefits hereunderthe receipt of amounts payable under this Agreement or otherwise as described above, if applicablethen the Employee shall be obligated to pay back to the Company, within 30 days after a final IRS determination or, in the event that the Employee challenges the final IRS determination, a final judicial determination, a portion of such amounts equal to the Repayment Amount. The “Repayment Amount,” with respect to the payment of benefits, shall be made by reducingthe smallest such amount, firstif any, payments or benefits that is required to be paid in cash hereunder to the Company so that the Employee’s net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) are maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in the order in which such payment or benefit would be paid or provided (beginning Employee’s net after-tax proceeds with such payment or benefit that would be made last in time and continuing, respect to the extent necessarypayment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this Section 25(b), through to such payment or benefit that would be made first in timethe Employee shall pay the Excise Tax. (iii) andNotwithstanding any other provision of this Section 25(b), then, reducing any benefit to be provided in kind hereunder in if (1) there is a similar order. The determination as to whether any such reduction in the amount payment of benefits as described in this Section 25(b), (2) the IRS later determines that the Employee is liable for the Excise Tax, the payment of which would result in the maximization of the payments Employee’s net after-tax proceeds (calculated as if the Employee’s benefits had not previously been reduced), 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 (3) the area of Code Section 280G selected by Employee pays the Excise Tax, then the Company 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, would subject Executive pay to the excise Employee those benefits which were reduced pursuant to this Section 25(b) as soon as administratively possible after the Employee pays the Excise Tax, so that the Employee’s net after-tax imposed by Code Section 4999, then Executive shall immediately repay any excess proceeds with respect to the Company upon notification that an overpayment has been madepayment of benefits are maximized.

Excise Taxes. Notwithstanding anything In the event that the Executive becomes entitled to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with Section 11 and/or any other payments and or benefits which Executive has in connection with a Change in Control or termination of the right Executive's employment with the Corporation (whether pursuant to receive from the Company terms of this Agreement or any of its Affiliatesother plan, would constitute arrangement or agreement with the Corporation, any person whose actions result in a “parachute payment” Change in Control or any person affiliated with the Corporation or such person) (as defined in Code Section 280G(b)(2)collectively, the "Payments"), then if any of the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that no portion of such amounts and benefits received by Executive shall 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 (b) paid in full, whichever produces on the better net afterGross-tax position to 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 applicableUp Payment, shall be made equal to the Excise Tax imposed on the Payments. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) the Payments 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 reducing, first, the Corporation's independent auditors and acceptable to the Executive the Payments (in whole or in part) do not constitute parachute payments or benefits to be paid in cash hereunder in the order in which such payment excess parachute payments or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, are otherwise not subject to the extent necessaryExcise Tax, through to such payment or benefit that would be made first in time(B) 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 Payments which shall be made by a nationally recognized public accounting firm treated as subject to the Excise Tax shall be equal to the lesser of (i) the total amount of the Payments or other nationally recognized firm that has expertise in (ii) the area amount of Code excess parachute payments within the meaning of Section 280G selected by 280G(b)(1) (after applying clause (A) above), and (C) the Company in good faith and approved by Executive, which approval shall not be unreasonably withheld. If a reduced value of any non-cash benefits or any deferred payment or benefit shall be determined by the 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 the Gross-Up Payment, 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 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 Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time that the amount of such reduction in Excise Tax is finally determined, 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 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 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 review by the Internal Revenue Service of the Executive's federal income tax return for the year in which a payment under this Agreement is made within ten (10) days of the Executive's receipt of notification of such audit or provided and through error or otherwise that payment or benefitreview. In addition, when aggregated with other payments and benefits from the Company (or its Affiliates) used in determining if a parachute payment exists, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to also notify the Company upon notification that an overpayment has been madeCorporation of the final resolution of such audit or review within ten (10) days of such resolution.

Excise Taxes. Notwithstanding anything (i) In the event that any payment or benefit received or to be received by the Executive pursuant to the contrary terms of this Agreement (the "Contract Payments") or in this Agreement, if Executive is connection with the Executive's termination of employment or contingent upon a “disqualified individual” change in ownership or control of the Company (as defined in Code Section 280G(c)), and 280G of the payments and benefits provided for under this AgreementCode) pursuant to any plan or arrangement or other agreement with the Company (or any affiliate thereof) ("Other Payments" and, together with any other payments and benefits which Executive has the right to receive from Contract Payments, 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 no portion of such amounts and benefits received by Executive 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 12(c)(ii) below, an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of the Excise Tax on Contract Payments and Other Payments and any federal, state and local income or other tax and Excise Tax upon the payment provided for by this Section 12(c)(i), and any interest, penalties or additions to tax payable by the Executive with respect thereto, shall be equal to the total present value of the Contract Payments and Other Payments at the time such Payments are to be made. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Payments 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, except to the extent that, in the opinion of independent tax counsel selected by the Company's independent auditors and reasonably acceptable to the Executive ("Tax Counsel"), a Payment (in whole or in part) does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, or such "excess parachute payments" (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (bB) paid the amount of "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in fullaccordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, whichever produces the better Executive shall be deemed to pay federal income tax at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to individuals as are in effect in the state and locality of the Executive's residence in the calendar year in which the Gross-Up Payment is to be made, net after-tax position to Executive (of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable excise to individuals subject to federal income tax under Code at the highest marginal rates. (ii) The Gross-Up Payments provided for in Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, 12(c)(i) hereof shall be made upon the earlier of (x) the payment to the Executive of any Contract Payment or Other Payment or (y) the imposition upon the Executive or payment by reducingthe Executive of any Excise Tax. (iii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, firstif successful, payments or benefits would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 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 in cash hereunder in the order in which paid. The Executive shall not pay such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, claim prior to the extent necessary, through expiration of the 30-day period following the 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 payment or benefit claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that would be made first it desires to contest such claim, the Executive shall: 1) give the Company any information reasonably requested by the Company relating to such claim; 2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time) and, thenincluding, reducing any benefit without limitation, accepting legal representation with respect 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 claim by a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area of Code Section 280G an attorney reasonably selected by the Company and reasonably satisfactory to the Executive; 3) cooperate with the Company in good faith in order to effectively contest such claim; and 4) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and approved 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 Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. (iv) 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 sue fo▇ ▇ 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, however, that if the Company directs the Executive to pay such claim and sue fo▇ ▇ refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or other 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 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. In addition, no position may be taken nor any final resolution be agreed to by the Company without the Executive's consent if such position or resolution could reasonably be expected to adversely affect the Executive (including any other tax position of the Executive unrelated to the matters covered hereby). (v) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Company or the Tax Counsel hereunder, it is possible that Gross-Up Payments, which approval will not have been made by the Company, should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies and the Executive thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the Company or the Tax Counsel shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of the Executive. (vi) If, after the receipt by Executive of the Gross-Up Payment or an amount advanced by the Company in connection with the contest of an Excise Tax claim, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company in connection with an Excise Tax claim, a determination is made that Executive shall not be unreasonably withheld. If a reduced payment or benefit is made or provided entitled to any refund with respect to such claim and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or does not notify the Executive in writing of its Affiliates) used in determining if a parachute payment exists, would subject Executive intent to contest the denial of such refund prior to the excise tax imposed by Code Section 4999expiration of 30 days after such determination, then Executive such advance shall immediately repay any excess be forgiven and shall not be required to the Company upon notification that an overpayment has been madebe repaid.

Excise Taxes. Notwithstanding anything (i) If any of the payments or benefits received or to be received by Executive, whether pursuant to the contrary in terms of this AgreementAgreement or any other plan, if Executive is a “disqualified individual” 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 constitute an excess parachute payment under Section 280(G) of 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 Executive, after deduction of any total excise tax, together with all applicable interest and penalties (collectively, the “Excise Tax”) Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments. (ii) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such 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”), 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 Code, (ii) all “excess parachute payments” within the meaning of section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (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 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 if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section 280G(c6(b)), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. If there has not been a Date of Termination with respect to Executive, the Company shall cause the Gross-Up Payment to be calculated within 30 days of a written request to that effect from Executive. (iii) 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 liability for Excise Tax with respect to the Total Payments. (iv) The payments provided in this Section 6(c) shall be made not later than the fifth day following the Date of Termination (or if there is no Date of Termination, then the fifth day following date on which the Gross-Up Payment is calculated for purposes of Section 6(c)), provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to 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 benefits shall pay the remainder of such payments (together with interest on the unpaid remainder) at 120% of the rate provided for 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, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliates, would constitute shall provide Executive with a “parachute payment” (as defined in Code Section 280G(b)(2)), then written statement setting forth the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that no portion of such amounts and benefits received by 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 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, first, payments or benefits to be paid in cash hereunder in the order manner in which such payment payments were calculated and the basis for such calculations including, without limitation, any opinions or benefit would 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 paid or provided (beginning with such payment or benefit that would be made last in time and continuing, attached 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madestatement).

Excise Taxes. Notwithstanding anything 13.1 In the event it shall be determined that any payment or distribution of any type by Employer to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the contrary in terms of this Agreement, if Executive is a Agreement or otherwise (the “disqualified individual” (as defined in Code Section 280G(c)Total Payments”), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which Executive has the right to receive from 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 no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code or any interest or penalties with respect to such excise tax (bsuch excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the amount of the Total Payments, shall be reduced, so that the aggregate present value of all payments in the nature of compensation to (or for the benefit of) paid Employee which are contingent on a change of control (as defined in fullSection 280G(b)(2)(A) of the Code) is the maximum amount of payments that could be made, whichever produces without the better net after-imposition of the excise tax position under Section 4999 of the Code. To the extent the Total Payments must be reduced in accordance with this Article VI, the Company shall retain cash amounts that are otherwise payable to Executive Employee, and, if necessary, the Company shall retain such other amounts, in its discretion, 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 (taking into account 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 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 applicable 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 at the time of the initial determination by the Accounting Firm hereunder, it is possible that such Accounting Firm may miscalculate the maximum amount of Total Payments Employee may receive under Section 13.1 with imposition of an excise tax under Code Section 4999; if such miscalculation results in 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 event that Employer exhausts its remedies pursuant to Section 13.3 and Employee thereafter is required to make a payment of any Underpayment, the Accounting Firm shall determine the amount of the Underpayment and Employer shall pay to Employee an amount (the “Indemnification Amount”) such that, after payment by Employee of all taxes (including additional excise taxes under said Section 4999 and any other applicable interest and penalties imposed with respect to any taxes) imposed upon the 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 Employee’s liability for the Underpayment. 13.3 Employee shall notify Employer in writing of any claim by the Internal Revenue Service that, if successful, would require the 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 date that any payment of taxes with respect to such claim is due). The reduction If Employer notifies Employee in writing prior to the expiration of payments such period that it desires to contest such claim, Employee 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 benefits hereunder(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 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 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 tax claimed and ▇▇▇ for a refund, 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 Employer shall determine; provided, however, that if applicableEmployer directs Employee to pay such claim and ▇▇▇ 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 due is limited solely to 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 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 by reducingthat 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 expiration of thirty (30) days after such determination, first, payments or benefits then such advance shall be forgiven and shall not be required to be paid in cash hereunder in repaid and the order in which amount of such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuingadvance shall offset, to the extent necessarythereof, 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 any Underpayment required to 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 Company 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, would subject Executive to the excise tax imposed by Code Section 4999, then Executive shall immediately repay any excess to the Company upon notification that an overpayment has been madepaid.

Excise Taxes. Notwithstanding anything The following provisions shall apply to any excise tax imposed under Section 4999 of the Code (or its successor) (the "Excise Tax"): (a) If any of the payments or benefits received or to be received by the Executive in connection with a change in control of the Company or the Executive's termination of employment (whether pursuant to the contrary in terms of this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with Agreement or any other payments and benefits which Executive has plan, arrangement or agreement with the right to receive from Company, any person whose actions result in a change in control of the Company or any of its Affiliates, would constitute a “parachute payment” person affiliated with the Company or such person (as defined in Code Section 280G(b)(2the "Total Payments")), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that no portion of such amounts and benefits received by Executive shall will be subject to the excise Excise Tax, the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment tax imposed and Excise Tax upon the payment provided for by Code this Section 4999 or 6, shall be equal to the Total Payments. Such payment shall be made in the manner desc ribed in Section 5(d)(vii) hereof. (b) paid in fullIn determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, whichever produces the better net after-tax position to Executive (taking into account i) any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, Total Payments shall be made treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel selected by reducingthe Company's independent auditors and reasonably acceptable to the Executive, first, such payments or benefits (in whole or in part) do not constitute parachute payments, and all "excess parachute payments" (within the meaning of Section 280G(b)(1) of the Code) shall be treated as subject to be paid in cash hereunder the Excise Tax unless, in the order opinion of such tax counsel, such excess parachute payments (in which such whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code), or are otherwise not subject to the Excise Tax, and (ii) ;the value of any noncash benefits or any deferred payment or benefit would shall be paid or provided determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (beginning with such payment or benefit that would be made last in time and continuing, to 4) of 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 orderCode. The determination as to whether any such reduction in For purposes of determining the amount of the payments and benefits provided hereunder is necessary Gross-Up Payment, the Executive shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise deemed to pay federal income and employment taxes at the highest marginal rate of federal income and employment taxation in the area calendar year in which the Gross-Up Payment is to be made and state and local income and employment taxes at the highest marginal rate of Code Section 280G selected taxation in the state and locality of the Executive's residence on the Date of Termination (or such other time as is hereinafter described), net of the maximum reduction in federal income or employment taxes which could be obtained from deduction of such state and local taxes. (c) If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Executive's employment (or such other time as is hereinafter described), the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Company 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, would subject Executive to the excise extent that such repayment results in a reduction in Excise Tax or a federal, state or local income or employment tax imposed deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. If the Excise Tax exceeds the amount taken into account hereunder (including by Code Section 4999reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), then the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall immediately repay each reasonably cooperate with the other in connection with any excess administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Company upon notification that an overpayment has been madeTotal Payments.

Excise Taxes. Notwithstanding Subject to the provisions of any Employment Agreement and notwithstanding anything to the contrary in this Agreement, if Executive 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 Executive the Grantee has the right to receive from the Company or any of its Affiliatesaffiliates 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 Executive 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 Executive 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, first, reducing 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 Company in good faith and approved by Executive, which approval shall not be unreasonably withheldCompany. 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, would subject Executive to exceeds one dollar ($1.00) less than three times the excise tax imposed by Code Section 4999Grantee’s base amount, then Executive the Grantee shall immediately repay any 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.