Common use of Excise Taxes Clause in Contracts

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive or for the Executive's benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section 4999 of the Code (the "Excise Tax"), then the Executive may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the Company. If the Executive does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Code Section 4999 of the Code (the "“Excise Tax"”), then then, the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Code Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement agreement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated rata among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.. Notwithstanding the order of priority of reduction set forth above, the Employee may include in the Employee’s election for a Scaled Back Amount a change to the order of such Payment reduction. The Company shall follow such revised reduction order, if and only if, the Company, in its sole discretion, determines such change does not violate the provisions of Code Section 409A.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive or for the Executive's benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section 4999 of the Code (the "Excise Tax"), then the Executive may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the Company. If the Executive does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive shall not be entitled to a gross-up gross‑up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated pro‑rated among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "Excise Tax"), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section Section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to Company within thirty (30) days after the CompanyDate of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. Section 10 of the Agreement is replaced in its entirety with the following: “Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated rata among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.”

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "Excise Tax"), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section Section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to Company within thirty (30) days after the CompanyDate of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. Section 9 of the Agreement is replaced in its entirety with the following: “Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated rata among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.”

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its respective subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive may Employee may, at his discretion, elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Code Section 4999 of the Code (the "“Excise Tax"”), then then, the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Code Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement agreement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated rata among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first. Notwithstanding the order of priority of reduction set forth above, the Employee may include in the Employee’s election for a Scaled Back Amount a change to the order of such Payment reduction. The Company shall follow such revised reduction order, if and only if, the Company, in its sole discretion, determines such change does not violate the provisions of Code Section 409A. The Company acknowledges the Shareholders of the Company approved the Prior Agreement terms under Code Section 280G(b)(5) in December 2007.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the ExecutiveEmployee's benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a an "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the "Code" and such tax, the "Excise Tax"), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the Company. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up gross‑up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated pro‑rated among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the ExecutiveEmployee's benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "Excise Tax"), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section Section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, compensation described in Section 9(a)(iii); (ii) next from cash compensation described in Section 9(a)(ii); (iii) cash compensation described in Section 9(a)(v); (ii) equity compensationcompensation described in Section 9(a)(iv) (first any equity compensation that constitutes deferred compensation subject to Section 409A and then equity compensation that is not subject to Section 409A), and then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive then, Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated rata among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.. Notwithstanding the order of priority of reduction set forth above, the Employee may include in the Employee’s election for a Scaled Back Amount a change to the order of such Payment reduction. The Company shall follow such revised reduction order, if and only if, the Company, in its sole judgment, determines such change does not violate the provisions of Code Section 409A.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the ExecutiveEmployee's benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated rata among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "Excise Tax"), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section Section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to Company within thirty (30) days after the CompanyDate of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first. Notwithstanding the foregoing, in the event that any Payments would be subject to Excise Tax as a result of the change in control of Worldpay, the Excise Tax provisions of the Plan shall govern in lieu of this paragraph .

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive or for the Executive's benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section 4999 of the Code (the "Excise Tax"), then the Executive may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the Company. If the Executive does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive shall not be entitled to a gross-up gross‑up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated pro‑rated among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive shall be reduced first.. 35622149 12

Excise Taxes. Section 10 of the Agreement is replaced in its entirety with the following: “Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to Company within thirty (30) days after the CompanyDate of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments payments shall be reduced on a last to be paid, first reduced basis; provided that if there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.. Notwithstanding the order of priority of reduction set forth above, the Employee may include in the Employee’s election for a Scaled Back Amount a change to the order of such Payment reduction. The Company shall follow such revised reduction order, if and only if, the Company, in its sole judgment, determined such change does not violate the provisions of Code Section 409A.”

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its respective subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "Excise Tax"), then the Executive may Employee may, at his discretion, elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section Section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to Company within thirty (30) days after the CompanyDate of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they the reduction shall be reduced implemented in the following order of prioritypriority shall be followed in a manner that complies with Section 409A: (i) first from cash compensation, (ii) next from equity compensationcompensation that is not subject to 409A, followed by equity compensation that is subject to Section 409A, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first. Unless the Executive and Company otherwise agree in writing, any determination required under this section shall be made in writing by Golden Parachute Tax Solutions LLC and, if they are unavailable or otherwise unable to serve, by such other accounting firm that is nationally recognized as expert in Section 280G of the Code and is selected by the Company prior to a Change of Control and not providing services to the person effectuating such Change of Control, subject to the approval of the Employee (the “Accountants”), whose determination shall be conclusive and binding upon Executive and Company for all purposes, absent manifest error. For purposes of making the calculations required by this section, 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. Without limiting the generality of the foregoing, any determination by the Accountants under this Section 26(c) will take into account the value of any reasonable compensation for services to be rendered by Executive (or for holding oneself out as available to perform services and refraining from performing services (such as under a covenant not to compete)). The Accountants shall provide detailed supporting calculations to Company and Executive as requested by Company or Executive. Executive and Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. Company shall bear all costs the Accountants may incur in connection with any calculations contemplated by this section as well as any costs incurred by Executive with the Accountants for tax planning under Sections 280G and 4999 of the Code.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the ExecutiveEmployee's benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "Excise Tax"), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section Section 280G of the Code (the "Scaled Back Amount"). Any Amount").Any such election must be in writing and delivered to Company within thirty (30) days after the CompanyDate of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they the reduction shall be reduced implemented in the following order of prioritypriority shall be followed in a manner that complies with Section 409A: (i) first from cash compensation, (ii) next from equity compensationcompensation that is not subject to 409A, followed by equity compensation that is subject to Section 409A, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first. Unless the Executive and Company otherwise agree in writing, any determination required under this section shall be made in writing by Golden Parachute Tax Solutions LLC and, if they are unavailable or otherwise unable to serve, by such other accounting firm that is nationally recognized as expert in Section 280G of the Code and is selected by the Company prior to a Change of Control and not providing services to the person effectuating such Change of Control, subject to the approval of the Employee (the “Accountants”), whose determination shall be conclusive and binding upon Executive and Company for all purposes, absent manifest error. For purposes of making the calculations required by this section, 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. Without limiting the generality of the foregoing, any determination by the Accountants under this Section 26(c) will take into account the value of any reasonable compensation for services to be rendered by Executive (or for holding oneself out as available to perform services and refraining from performing services (such as under a covenant not to compete)). The Accountants shall provide detailed supporting calculations to Company and Executive as requested by Company or Executive. Executive and Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. Company shall bear all costs the Accountants may incur in connection with any calculations contemplated by this section as well as any costs incurred by Executive with the Accountants for tax planning under Sections 280G and 4999 of the Code.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive may Employee may, at his discretion, elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-gross­ up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "Excise Tax"), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section Section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, ; (ii) next from equity compensationcompensation described in Section 9(a)(iv) (first any equity compensation that constitutes deferred compensation subject to Section 409A and then equity compensation that is not subject to Section 409A), and then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first. [Remainder of page is intentionally blank.]

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or D&B or its respective subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive may Employee may, at his discretion, elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany or D&B within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Code Section 4999 of the Code (the "“Excise Tax"”), then then, the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Code Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement agreement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated rata among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first. Notwithstanding the order of priority of reduction set forth above, the Employee may include in the Employee’s election for a Scaled Back Amount a change to the order of such Payment reduction. The Company shall follow such revised reduction order, if and only if, the Company, in its sole discretion, determines such change does not violate the provisions of Code Section 409A. The Company acknowledges the Shareholders of the Company approved the Prior Agreement terms under Code Section 280G(b)(5) in December, 2007.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the ExecutiveEmployee's benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated rata among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the ExecutiveEmployee's benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "Excise Tax"), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section Section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to Company within thirty (30) days after the CompanyDate of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "Excise Tax"), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section Section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first. [Remainder of page is intentionally blank.]

Excise Taxes. Section 10 of the Agreement is replaced in its entirety with the following: “Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the ExecutiveEmployee's benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated rata among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.”

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the ExecutiveEmployee's benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by section Section 4999 of the Code (the "Excise Tax"), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section Section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to Company within thirty (30) days after the CompanyDate of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.. [signature page follows]

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, compensation described in Section 9(a)(iii); (ii) next from cash compensation described in Section 9(a)(ii); (iii) cash compensation described in Section 9(a)(v); (ii) equity compensationcompensation described in Section 9(a)(iv) (first any equity compensation that constitutes deferred compensation subject to Section 409A and then equity compensation that is not subject to Section 409A), and then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. Section 10 of the Agreement is replaced in its entirety with the following: “Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to Company within thirty (30) days after the CompanyDate of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments payments shall be reduced on a last to be paid, first reduced basis; , provided that if there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.. Notwithstanding the order of priority of reduction set forth above, the Employee may include in the Employee’s election for a Scaled Back Amount a change to the order of such Payment reduction. The Company shall follow such revised reduction order, if and only if, the Company, in its sole judgment, determined such change does not violate the provisions of Code Section 409A.”

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, compensation described in Section 9(a)(iii); (ii) next from cash compensation described in Section 9(a)(ii); (iii) cash compensation described in Section 9(a)(v); (iv) equity compensationcompensation described in Section 9(a)(iv) (first any equity compensation that constitutes deferred compensation subject to Section 409A and then equity compensation that is not subject to Section 409A), and then (iiiv) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first.

Excise Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive Employee or for the Executive's Employee’s benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, employment with the Company or its subsidiaries or the termination thereof (a "Employment “Payment" ” and, collectively, the "Employment “Payments"”) would be subject to the excise tax imposed by section Section 4999 of the Code (the "“Excise Tax"”), then the Executive Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "“parachute payment" ” under section Section 280G of the Code (the "“Scaled Back Amount"”). Any such election must be in writing and delivered to the CompanyCompany within thirty (30) days after the Date of Termination. If the Executive Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive Employee shall not be entitled to a gross-up payment under this Agreement or any other arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if To the extent there is a question as to which Employment Payments within any of the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Executive Employee shall be reduced first. [Remainder of page is intentionally blank.]