Common use of Excise Taxes Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Excise Taxes. Notwithstanding anything a. If the Company’s Consulting Firm (defined below) determines that (i) the termination benefits payable to the contrary in Executive pursuant to this AgreementAgreement 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 Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2))payable hereunder were limited, then the payments and termination benefits provided for under this Agreement payable hereunder shall be either (a) reduced (but not below zero) so that in the present value of such total amounts and benefits received manner determined by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject Consulting Firm to the excise tax imposed by Code Section 4999 or (b) paid extent and only to the extent that such reduction would result in full, whichever produces the better net a greater after-tax position to benefit for the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes)Executive than if the termination benefits were not reduced. The reduction of payments and benefits hereunderFor this purpose, if applicable, the Executive shall be made by reducing payments or benefits deemed to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time highest marginal rate of federal, state, and continuing, to the extent necessary, through to such payment or benefit that would be made first in time)local taxes. The determination as to whether any such Any reduction in the amount of the payments and termination benefits provided payable hereunder is necessary shall be made by a nationally recognized accounting firm selected by 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. 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 ’s 2015 Omnibus Incentive Plan (or its affiliates) used any successor thereto), with any amounts that are payable later in determining if 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 parachute delay in the timing of any payment exists, exceeds one dollar that is subject to Code Section 409A ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay or that would become subject to Code Section 409A as a result of such excess to the Company upon notification that an overpayment has been madedelay).

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

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

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

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

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

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

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