Common use of Excise Taxes Clause in Contracts

Excise Taxes. (a) If the Company’s Consulting Firm (defined below) determines that (i) the termination benefits payable to the Executive pursuant to this Agreement would subject the Executive to an excise tax under Section 4999 of the Code, and (ii) the net amount that the Executive would realize from such benefits on an after-tax basis (after taking into account all federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3, including any reductions to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made by such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32.

Excise Taxes. If any payment or benefit, or the acceleration of any payment or benefit, the Executive would receive from the Company under this Agreement or otherwise in connection with a Change in Control (collectively, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then either (a) If such Payments will be reduced or delayed by the Company’s Consulting Firm minimum amount necessary such that no portion of the Payments is subject to the Excise Tax, or (defined below) determines that (ib) the termination full amount of the Payments shall be made, whichever, after taking into account all applicable taxes, including the Excise Tax, results in the Executive’s receipt, on an after-tax basis, of the greater amount. If a reduction or delay in the Payments is necessary, such reduction or delay will occur in the following order: (1) cancellation of accelerated vesting of stock and option awards (reduced from the highest value to the lowest value under Section 280G of the Code) with the understanding that such awards may be replaced with the right to an equivalent cash payment at such future time because of the delisting of the underlying stock; (2) reduction or delay of cash payments (reduced from the latest payment to the earliest payment); and (3) reduction of other benefits payable to the Executive pursuant (reduced from the highest value to this Agreement would subject the Executive to an excise tax lowest value under Section 4999 280G 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 ). The Company will select a reputable third party professional firm to make all federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3, including any reductions provision. The Company will bear all reasonable expenses with respect to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made determinations by such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made hereunder. For the avoidance of doubt, neither the Company nor any of its affiliates shall have any obligation to indemnify, gross-up or otherwise pay or reimburse the Executive for any Excise Tax assessed on any payment or benefit made or provided, or required to be made or provided, to the Executive by the Company under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32Agreement or otherwise.

Excise Taxes. (a) If In the Company’s Consulting Firm (defined below) determines event that (i) the termination any benefits payable to the Executive Key Employee pursuant to this Agreement (“Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code, as amended (the “Code”), and (ii) but for this Section 6.1 would be subject to the Executive to an excise tax under imposed by Section 4999 of the Code, and or any comparable successor provisions (the “Excise Tax”), then Key Employee’s Payments hereunder shall be either (i) provided to Key Employee in full, or (ii) the net amount that the Executive provided to Key Employee as to such lesser extent which would realize from result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by Key Employee, on an after-tax basis (after taking into account basis, of the greatest amount of benefits, notwithstanding that all federalor some portion of such benefits may be taxable under the Excise Tax, state and local income and other taxes payable as determined by the Executive Company with the input of accounting advisors and the amount of any excise tax payable confirmed by the Executive under Committee. In the event that the payments and/or benefits are to be reduced pursuant to this Section 4999 of the Code) would be greater if the 6.1, such payments and benefits payable hereunder were limited, then the benefits payable hereunder shall be limited reduced such that the Executive’s net payment received on an after-tax basis reduction of compensation to be provided to Key Employee as a result of this Section 6.1 is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Codeminimized. For In applying this purposeprinciple, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3, including any reductions to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made by in a manner consistent with the requirements of Section 409A (as defined below) and where two economically equivalent amounts are subject to reduction but payable at different times, such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm amounts shall be borne solely by the Companyreduced on a pro rata basis but not below zero. For purposes of all present value determinations making the calculations required by this Section 6.1, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and the applicable Key Employee shall furnish to be made the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-326.1.

Excise Taxes. (a) If In the Company’s Consulting Firm (defined below) determines event that (i) the termination benefits payable provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the Executive pursuant to this Agreement would subject the Executive to an excise tax under imposed by Section 4999 of the CodeCode (the “Excise Tax”), and then Executive’s severance benefits payable under the terms of this Agreement will be either (iia) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the net amount that Excise Tax, whichever of the Executive would realize from such benefits on an after-tax basis (after foregoing amounts, taking into account all the applicable federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable Excise Tax, results in the receipt by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than basis, of the greatest amount at which the payment would of severance benefits, notwithstanding that all or some portion of such severance benefits may be subjected to the excise tax taxable under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in If the amount of benefits payable hereunder shall the aggregate payments or property transferred to Executive must be debited, in order from the amounts payable reduced under Section 2(a)(ii)this Section, then 2(a)(iii)the reduction in payments and/or benefits shall occur in the following order: (1) reduction of cash payments, then 2(a)(ivif any; (2) and then under any cancellation of accelerated vesting of equity awards other than stock options, if any; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits, if any, paid to Executive. To the extent the Executive otherwise would have a choice with respect to a reduction because two or more payments would be grouped in the same group 1, 2, 3, or 4 in the preceding sentence, reduction shall apply on an equal dollar basis to all of the items within the same group. For clarification, if, as a result of this paragraph, Executive has two stock options whose vesting acceleration will be reduced, vesting acceleration will be reduced such that vested or became payable the Section 280G value of vesting acceleration decreases by the same amount with respect to each option, until there no longer is any Section 280G value to reduce. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by the Company’s 2015 Omnibus Incentive Plan (independent public accountants or any successor thereto). (b) All determinations required to be made under this Section 3, including any reductions to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made by such certified another nationally-recognized public accounting firm in the business of performing such calculations as may be designated chosen by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting FirmAccountants”), which shall provide detailed supporting calculations both to whose determination will be conclusive and binding upon Executive and the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Companyfor all purposes. For purposes of all present value determinations making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Executive will furnish to be made the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3, 5. The Company will bear all costs the Company and the Executive elect to use the applicable federal rate that is Accountants may reasonably incur in effect on the Effective Date pursuant to Treasury Regulations connection with any calculations contemplated by this Section 1-280G, Q&A-325.

Excise Taxes. (a) If In the Company’s Consulting Firm (defined below) event that the independent public accountants of either of the Employers or the Internal Revenue Service determines that any payment, coverage or benefit provided to the Executive pursuant hereto is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (ithe "Code") or any successor provision thereof or any interest or penalties incurred by the termination benefits payable Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Employers, within 30 days thereafter, shall pay to the Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by multiplying the rate of Excise Tax then imposed by Section 4999 by the amount of the "excess parachute payment" received by the Executive, determined without regard to any payments made to the Executive pursuant to this Agreement would subject paragraph 2(f), and dividing the product so obtained by the amount obtained by subtracting the aggregate local, state and federal income and FICA and health insurance taxes applicable to the receipt by the Executive of the "excess parachute payment" and taking into account the deductibility for federal income tax purposes of the payment of state and local income taxes thereon (as affected by those provisions of the Code which act to an excise tax under reduce the deductibility of itemized deductions), from the amount obtained by subtracting from 1.00 the rate of Excise Tax then imposed by Section 4999 of the Code, and (ii) it being the net amount intention of the parties hereto that the Executive would realize from such benefits on an after-Executive's net after tax basis position (after taking into account all federal, state and local income and other taxes payable any interest or penalties imposed with respect to such taxes) upon the receipt of the payments provided for by this Agreement be no less advantageous to the Executive and than the amount of any excise net after tax payable by position to the Executive under Section that would have obtained had Sections 280G and 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited Code not been applicable to such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto)payment. (b) All determinations required to be made under this Section 3, including any reductions to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made by such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32.

Excise Taxes. If any payment or benefit, or the acceleration of any payment or benefit, the Executive would receive from the Company under this Agreement or otherwise in connection with a Change in Control of the Company (collectively, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then either (a) If such Payments will be reduced or delayed by the Company’s Consulting Firm minimum amount necessary such that no portion of the Payments is subject to the Excise Tax, or (defined below) determines that (ib) the termination full amount of the Payments shall be made, whichever, after taking into account all applicable taxes, including the Excise Tax, results in the Executive's receipt, on an after-tax basis, of the greater amount. If a reduction or delay in the Payments is necessary, such reduction or delay will occur in the following order: (1) cancellation of accelerated vesting of stock and option awards (reduced from the highest value to the lowest value under Section 280G of the Code) with the understanding that such awards may be replaced with the right to an equivalent cash payment at such future time because of the delisting of the underlying stock; (2) reduction or delay of cash payments (reduced from the latest payment to the earliest payment); and (3) reduction of other benefits payable to the Executive pursuant (reduced from the highest value to this Agreement would subject the Executive to an excise tax lowest value under Section 4999 280G 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 ). The Company will select a reputable third party professional firm to make all federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3, including any reductions provision. The Company will bear all reasonable expenses with respect to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made determinations by such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made hereunder. For the avoidance of doubt, neither the Company nor any of its affiliates shall have any obligation to indemnify, gross-up or otherwise pay or reimburse the Executive for any Excise Tax assessed on any payment or benefit made or provided, or required to be made or provided, to the Executive by the Company under this Section 3Agreement or otherwise.” Other than as modified by this Amendment, the Company Agreement is ratified and affirmed in all respects, and shall remain in full force and effect subject to the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32terms thereof.

Excise Taxes. (a) If the Company’s Consulting Firm (defined below) determines that (i) the termination benefits payable any Payment is subject to the Excise Tax, then UGS shall pay the Executive pursuant to a Gross-Up Payment (regardless of whether the Executive's employment has terminated). Notwithstanding the foregoing, if the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then UGS shall not pay the Executive a Gross-Up Payment, and the Payments due under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor amount; provided, that if even after all Payments due hereunder are reduced to zero, the Parachute Value of all Payments would still exceed the Safe Harbor Amount, then no reduction of any Payments shall be made. The reduction of the Payments due hereunder, if applicable, shall be made by first reducing the payments under Paragraph 7(a)(3) and/or (4), in that order, unless an alternative method of reduction is elected by the Executive, subject to approval by UGS, and in any event shall be made in such a manner as to maximize the Executive economic present value of all Payments actually made to an excise tax under the Executive, determined by the Accounting Firm as of the date of the change of control for purposes of Section 4999 280G of the Code using the discount rate required by Section 280(d)(4) of the Code, and (ii) the net amount that the Executive would realize from such benefits on an after-tax basis (after taking into account all federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3Paragraph 10, including whether and when Gross-Up Payments are required and the amount of such Gross-Up Payments, whether and in what manner any reductions Payments are to Payments required by Section 3(abe reduced pursuant to the second sentence of Paragraph 10(a), and the assumptions to be utilized in arriving arising at such determinations, shall be made by such certified public accounting firm in the business of performing such calculations as may Accounting Firm, and shall be designated by binding upon UGS and the Company prior Executive, except to the date extent the Internal Revenue Service or a court of the Change in Control competent jurisdiction makes an inconsistent final and reasonably acceptable to the Executive (the “Consulting Firm”), which binding determination. The Accounting Firm shall provide detailed supporting calculations both to the Company UGS and the ExecutiveExecutive within 15 business days after receiving notice from the Executive that there has been a Payment or such earlier time as may be requested by UGS. All fees and expenses of the Consulting Accounting Firm shall be borne solely by UGS. Any Gross-Up Payment that becomes due pursuant to this Paragraph 10 shall be paid by UGS to the CompanyExecutive within five days of the receipt of the Accounting Firm's determination, or, if later, at least 20 business days before the Executive is obligated to pay the related Excise Tax. For purposes As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by UGS should have been made (an "Underpayment"). In the event the Accounting Firm determines that there has been an Underpayment or the Executive is required to make a payment of any Excise Tax as a result of a claim described in Paragraph 10(c), then the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by UGS to or for the benefit of the Executive. (c) The Executive shall notify UGS in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by UGS of a Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim. The Executive shall apprise UGS of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to UGS (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If UGS notifies the Executive in writing prior to the expiration of such period that UGS desires to contest such claim, the Executive shall (1) give UGS any information reasonably requested by UGS relating to such claim, (2) take such action in connection with contesting such claim as UGS shall reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by UGS, (3) cooperate with UGS in good faith in order to effectively to contest such claim, and (4) permit UGS to participate in any proceedings relating to such claim; provided, however, that UGS shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an After-Tax basis, for an Excise Tax or Taxes imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 10(c), UGS shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the Taxes claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as UGS shall determine; provided, however, that, if UGS directs the Executive to pay such claim and xxx for a refund, UGS shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an After-Tax basis, from any Excise Tax or Taxes imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the relevant statute of limitations is limited solely to such contested amount. Furthermore, UGS' control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, at any time after receiving a Gross-Up Payment or an advance pursuant to Paragraph 10(c), the Executive receives any refund of the associated Excise Tax, the Executive shall (subject to UGS' having complied with the requirements of Paragraph 10(c), if applicable) promptly pay to UGS the amount of such refund, together with any interest paid or credited thereon net of all present value determinations Taxes applicable thereof. If, after the Executive receives an advance pursuant to Paragraph 10(c), a determination is made that the Executive is not entitled to any refund with respect to such claim and UGS does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be made under repaid, and the amount of any Gross-Up Payment owed to the Executive shall be reduced (but not below zero) by the amount of such advance. (e) Notwithstanding any other provision of this Section 3Paragraph 10, UGS may, in its sole discretion, withhold and pay over to the Company Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive elect hereby consents to use such withholding. (f) Any other liability for unpaid or unwithheld Excise Taxes, other than those described above, is borne exclusively by UGS, in accordance with Code Section 3403. The assumption of such liability by UGS shall not in any manner relieve UGS of any of its obligations under Paragraph 10 of the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32Agreement.

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

Excise Taxes. (a) If In the Company’s Consulting Firm (defined below) event that the independent public accountants of either of the Employers or the Internal Revenue Service determines that any payment, coverage or benefit provided to the Executive pursuant hereto is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (ithe "Code") or any successor provision thereof or any interest or penalties incurred by the termination benefits payable Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Employers, within 30 days thereafter, shall pay to the Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by multiplying the rate of Excise Tax then imposed by Section 4999 by the amount of the "excess parachute payment" received by the Executive, determined without regard to any payments made to the Executive pursuant to this Agreement would subject paragraph 2(f), and dividing the product so obtained by the amount obtained by subtracting the aggregate local, state and federal income and FICA and health insurance taxes applicable to the receipt by the Executive of the "excess parachute payment" and taking into account the deductibility for federal income tax purposes of the payment of state and local income taxes thereon (as affected by those provisions of the Code which act to an excise tax under reduce the deductibility of itemized deductions), from the amount obtained by subtracting from 1.00 the rate of Excise Tax then imposed by Section 4999 of the Code, and (ii) it being the net amount intention of the parties hereto that the Executive would realize from such benefits on an after-Executive's net after tax basis position (after taking into account all federal, state and local income and other taxes payable any interest or penalties imposed with respect to such taxes) upon the receipt of the payments provided for by this Agreement be no less advantageous to the Executive and than the amount of any excise net after tax payable by position to the Executive under Section that would have been obtained had Sections 280G and 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited Code not been applicable to such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto)payment. (b) All determinations required to be made under this Section 3, including any reductions to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made by such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32.

Excise Taxes. (a) If In the Company’s Consulting Firm (defined below) determines event that (i) the termination any benefits payable to the Executive pursuant to this Agreement (“Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code, as amended (the “Code”), and (ii) but for this Section 6.1 would be subject to the Executive to an excise tax under imposed by Section 4999 of the Code, and or any comparable successor provisions (the “Excise Tax”), then Executive’s Payments hereunder shall be either (i) provided to Executive in full, or (ii) the net amount that the provided to Executive as to such lesser extent which would realize from result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis (after taking into account basis, of the greatest amount of benefits, notwithstanding that all federalor some portion of such benefits may be taxable under the Excise Tax, state and local income and other taxes payable as determined by the Executive Company with the input of accounting advisors and the amount of any excise tax payable confirmed by the Executive under Committee. In the event that the payments and/or benefits are to be reduced pursuant to this Section 4999 of the Code) would be greater if the 6.1, such payments and benefits payable hereunder were limited, then the benefits payable hereunder shall be limited reduced such that the Executive’s net payment received on an after-tax basis reduction of compensation to be provided to Executive as a result of this Section 6.1 is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Codeminimized. For In applying this purposeprinciple, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3, including any reductions to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made by in a manner consistent with the requirements of Section 409A (as defined below) and where two economically equivalent amounts are subject to reduction but payable at different times, such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm amounts shall be borne solely by the Companyreduced on a pro rata basis but not below zero. For purposes of all present value determinations making the calculations required by this Section 6.1, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and the applicable Executive shall furnish to be made the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-326.1.

Excise Taxes. If any payment or benefit, or the acceleration of any payment or benefit, the Executive would receive from the Company under this Agreement or otherwise in connection with a Change in Control of Crown (collectively, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then either (a) If such Payments will be reduced or delayed by the Company’s Consulting Firm minimum amount necessary such that no portion of the Payments is subject to the Excise Tax, or (defined below) determines that (ib) the termination full amount of the Payments shall be made, whichever, after taking into account all applicable taxes, including the Excise Tax, results in the Executive’s receipt, on an after-tax basis, of the greater amount. If a reduction or delay in the Payments is necessary, such reduction or delay will occur in the following order: (1) cancellation of accelerated vesting of stock and option awards (reduced from the highest value to the lowest value under Section 280G of the Code) with the understanding that such awards may be replaced with the right to an equivalent cash payment at such future time because of the delisting of the underlying stock; (2) reduction or delay of cash payments (reduced from the latest payment to the earliest payment); and (3) reduction of other benefits payable to the Executive pursuant (reduced from the highest value to this Agreement would subject the Executive to an excise tax lowest value under Section 4999 280G 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 ). The Company will select a reputable third party professional firm to make all federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3, including any reductions provision. The Company will bear all reasonable expenses with respect to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made determinations by such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made hereunder. For the avoidance of doubt, neither the Company nor any of its affiliates shall have any obligation to indemnify, gross-up or otherwise pay or reimburse the Executive for any Excise Tax assessed on any payment or benefit made or provided, or required to be made or provided, to the Executive by the Company under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32Agreement or otherwise.

Excise Taxes. In the event that the payments and benefits provided for in this Agreement or otherwise payable to Executive in connection with a Corporate Transaction (a) If constitute “parachute payments” within the Company’s Consulting Firm meaning of Section 280G of the Internal Revenue Code of 1986, as amended (defined belowthe “Code”) determines that and (ib) the termination benefits payable but for this Section 8, would be subject to the Executive pursuant excise tax imposed by Section 4999 of the Code, then, such payments and benefits shall be either (x) delivered in full, or (y) delivered as to this Agreement such lesser extent which would result in no portion of such payments and benefits being subject the Executive to an excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state, local, and (ii) foreign income taxes and the net amount that excise tax imposed by Section 4999 of the Code, results in the receipt by Executive would realize from such benefits on an after-tax basis (after taking into account all federalbasis, state and local income and other taxes payable by of the Executive and the greatest amount of any excise tax payable by the Executive benefits under Section 4999 this Agreement, notwithstanding that all or some portion of the Code) would such benefits may be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax taxable under Section 4999 of the Code. For this purposeIn the event Executive’s payments and benefits are delivered to a lesser extent pursuant to the foregoing clause (y), the Executive such payments and benefits shall be deemed reduced in the following order, in each case, in reverse chronological order beginning with the severance and other benefits that are to be paid the further in time from consummation of the highest marginal rate transaction that is subject to Section 280G of federalthe Code: (A) cash payments not subject to Section 409A of the Code; (B) cash payments subject to Section 409A of the Code; (C) equity-based payments and acceleration; and (D) non-cash forms of benefits. Unless the Company and Executive otherwise agree in writing, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations determination required to be made under this Section 3, including any reductions to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, 8 shall be made in writing by such certified public an accounting firm in the business of performing such calculations as may be designated selected by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting FirmAccountant”), which whose determination shall provide detailed supporting calculations both to be conclusive and binding upon Executive and the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Companyfor all purposes. For purposes of all present value determinations making the calculations required by this Section 8, the Accountant 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. The Company and Executive will furnish to be made the Accountant such information and documents as the Accountant may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-328.

Excise Taxes. If any payment or benefit, or the acceleration of any payment or benefit, the Executive would receive from the Company under this Agreement or otherwise in connection with a Change in Control of the Company (collectively, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then either (a) If such Payments will be reduced or delayed by the Company’s Consulting Firm minimum amount necessary such that no portion of the Payments is subject to the Excise Tax, or (defined below) determines that (ib) the termination full amount of the Payments shall be made, whichever, after taking into account all applicable taxes, including the Excise Tax, results in the Executive’s receipt, on an after-tax basis, of the greater amount. If a reduction or delay in the Payments is necessary, such reduction or delay will occur in the following order: (1) cancellation of accelerated vesting of stock and option awards (reduced from the highest value to the lowest value under Section 280G of the Code) with the understanding that such awards may be replaced with the right to an equivalent cash payment at such future time because of the delisting of the underlying stock; (2) reduction or delay of cash payments (reduced from the latest payment to the earliest payment); and (3) reduction of other benefits payable to the Executive pursuant (reduced from the highest value to this Agreement would subject the Executive to an excise tax lowest value under Section 4999 280G 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 ). The Company will select a reputable third party professional firm to make all federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3, including any reductions provision. The Company will bear all reasonable expenses with respect to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made determinations by such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made hereunder. For the avoidance of doubt, neither the Company nor any of its affiliates shall have any obligation to indemnify, gross-up or otherwise pay or reimburse the Executive for any Excise Tax assessed on any payment or benefit made or provided, or required to be made or provided, to the Executive by the Company under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32Agreement or otherwise.

Excise Taxes. (a) If the Company’s Consulting Firm (defined below) determines that (i) the termination benefits payable any Payment is subject to the Excise Tax, then UGS shall pay the Executive pursuant to a Gross-Up Payment (regardless of whether the Executive’s employment has terminated). Notwithstanding the foregoing, if the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then UGS shall not pay the Executive a Gross-Up Payment, and the Payments due under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount; provided, that if even after all Payments due hereunder are reduced to zero, the Parachute Value of all Payments would still exceed the Safe Harbor Amount, then no reduction of any Payments shall be made. The reduction of the Payments due hereunder, if applicable, shall be made by first reducing the payments under Paragraph 7(a)(3) and/or (4), in that order, unless an alternative method of reduction is elected by the Executive, subject to approval by UGS, and in any event shall be made in such a manner as to maximize the Executive economic present value of all Payments actually made to an excise tax under the Executive, determined by the Accounting Firm as of the date of the change of control for purposes of Section 4999 280G of the Code using the discount rate required by Section 280G(d)(4) of the Code, and (ii) the net amount that the Executive would realize from such benefits on an after-tax basis (after taking into account all federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3Paragraph 10, including whether and when Gross-Up Payments are required and the amount of such Gross-Up Payments, whether and in what manner any reductions Payments are to Payments required by Section 3(abe reduced pursuant to the second sentence of Paragraph 10(a), and the assumptions to be utilized in arriving at such determinations, shall be made by such certified public accounting firm in the business of performing such calculations as may Accounting Firm, and shall be designated by binding upon UGS and the Company prior Executive, except to the date extent the Internal Revenue Service or a court of the Change in Control competent jurisdiction makes an inconsistent final and reasonably acceptable to the Executive (the “Consulting Firm”), which binding determination. The Accounting Firm shall provide detailed supporting calculations both to the Company UGS and the ExecutiveExecutive within 15 business days after receiving notice from the Executive that there has been a Payment or such earlier time as may be requested by UGS. All fees and expenses of the Consulting Accounting Firm shall be borne solely by UGS. Any Gross-Up Payment that becomes due pursuant to this Paragraph 10 shall be paid by UGS to the CompanyExecutive within five days of the receipt of the Accounting Firm’s determination, or, if later, at least 20 business days before the Executive is obligated to pay the related Excise Tax. For purposes As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by UGS should have been made (an “Underpayment”). In the event the Accounting Firm determines that there has been an Underpayment or the Executive is required to make a payment of any Excise Tax as a result of a claim described in Paragraph 10(c), then the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by UGS to or for the benefit of the Executive. (c) The Executive shall notify UGS in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by UGS of a Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim. The Executive shall apprise UGS of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to UGS (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If UGS notifies the Executive in writing prior to the expiration of such period that UGS desires to contest such claim, the Executive shall: (1) give UGS any information reasonably requested by UGS relating to such claim, (2) take such action in connection with contesting such claim as UGS shall reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by UGS, (3) cooperate with UGS in good faith in order effectively to contest such claim, and (4) permit UGS to participate in any proceedings relating to such claim; provided, however, that UGS shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an After-Tax basis, for any Excise Tax or Taxes imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 10(c), UGS shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the Taxes claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as UGS shall determine; provided, however, that, if UGS directs the Executive to pay such claim and xxx for a refund, UGS shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an After-Tax basis, from any Excise Tax or Taxes imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the relevant statute of limitations is limited solely to such contested amount. Furthermore, UGS’ control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, at any time after receiving a Gross-Up Payment or an advance pursuant to Paragraph 10(c), the Executive receives any refund of the associated Excise Tax, the Executive shall (subject to UGS’ having complied with the requirements of Paragraph 10(c), if applicable) promptly pay to UGS the amount of such refund, together with any interest paid or credited thereon net of all present value determinations Taxes applicable thereto. If, after the Executive receives an advance pursuant to Paragraph 10(c), a determination is made that the Executive is not entitled to any refund with respect to such claim and UGS does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be made under repaid, and the amount of any Gross-Up Payment owed to the Executive shall be reduced (but not below zero) by the amount of such advance. (e) Notwithstanding any other provision of this Section 3Paragraph 10, UGS may, in its sole discretion, withhold and pay over to the Company Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive elect hereby consents to use such withholding. (f) Any other liability for unpaid or unwithheld Excise Taxes, other than those described above, is borne exclusively by UGS, in accordance with Code Section 3403. The assumption of such liability by UGS shall not in any manner relieve UGS of any of its obligations under Paragraph 10 of the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32Agreement.

Excise Taxes. (ai) If Prior to providing any Change in Control Benefit, the Company’s Consulting Firm independent certified public accountants (defined belowthe “Accountants”) determines that will make a good faith determination of whether the Executive may be obligated to satisfy taxes (i“Excise Taxes”) under Sections 280G and/or 4999 of the termination benefits payable Code with respect to the aggregate value of the Change in Control Benefit and all other payments to the Executive in the nature of compensation that are contingent on a change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (the “Aggregate Benefits”). If the Accountants determine that Excise Taxes will likely be due, the Aggregate Benefits shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Aggregate Benefits being subject to the Executive to an excise tax under Section 4999 Excise Taxes (“Reduced Amount”), whichever of the Codeforegoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Taxes (ii) including, without limitation, any interest or penalties on such taxes), results in the net amount that receipt by the Executive would realize from such benefits Executive, on an after-tax basis basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Aggregate Benefits may be subject to the Excise Taxes. (after taking into account all federalii) Any determination required under this Section 8(b) shall be made by the Accountants, state whose determination shall be conclusive and local income and other taxes payable by binding upon the Executive and the amount Company for all purposes. For purposes of any excise tax payable by making the Executive calculations required under this Section 4999 8(b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section Sections 280G and 4999 of the Code. For The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this purposeSection. The Company shall bear all costs that the Accountants may reasonably incur in connection with any calculations contemplated by this Section. (iii) If Section 8(b)(i)(B) above applies, then the Accountants shall determine (consistent with the requirements of Section 409A of the Code) which and how much of the Aggregate Benefits (including the accelerated vesting of equity compensation awards) to be otherwise received by the Executive shall be deemed eliminated or reduced to be achieve the Reduced Amount. (iv) It is possible that after the determinations and selections made pursuant to this Section 8(b) the Executive will receive Aggregate Benefits that are in the highest marginal rate of federal, state, and local taxes. Any reduction in aggregate more than the amount provided under this Section 8(b) (“Overpayment” ) or less than the amount provided under this Section 8(b) (“Underpayment”). In the event that: (A) the Accountants determine, based upon the assertion of benefits payable hereunder shall be debiteda deficiency by the Internal Revenue Service against either the Company or the Executive which the Accountants believe has a high probability of success, in order from the amounts payable under Section 2(a)(ii)that an Overpayment has been made or (B) it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved that an Overpayment has been made, then 2(a)(iii)(within seven days after such determination or proceeding, then 2(a)(ivas the case may be) and then under the Executive shall pay any equity awards that vested or became payable under such Overpayment to the Company’s 2015 Omnibus Incentive Plan , without interest (in accordance with Section 409A, as applicable). In the event that: (X) the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment has occurred or (Y) a court of competent jurisdiction determines that an Underpayment has occurred, any successor theretosuch Underpayment will (within seven days after such determination) be paid by the Company to or for the benefit of the Executive, without interest (in accordance with Section 409A, as applicable). (bv) All determinations required Neither the Company, the Executive, nor the Accountants will have any liability to be made under each other for actions taken in compliance with the provisions of this Section 3, including any reductions to Payments required by Section 3(a8(b), and the assumptions to be utilized in arriving at such determinations, shall be made by such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32.

Excise Taxes. (a) If In the Company’s Consulting Firm (defined below) determines event that (i) the termination benefits payable provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the Executive pursuant to this Agreement would subject the Executive to an excise tax under imposed by Section 4999 of the CodeCode (the “Excise Tax”), and then Executive’s severance benefits payable under the terms of this Agreement will be either (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the net amount that Excise Tax, whichever of the Executive would realize from such benefits on an after-tax basis (after foregoing amounts, taking into account all the applicable federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable Excise Tax, results in the receipt by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than basis, of the greatest amount at which the payment would of severance benefits, notwithstanding that all or some portion of such severance benefits may be subjected to the excise tax taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 13(h) will be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this purposeSection 13(h), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Executive shall be deemed will furnish to be the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 13(h). The Company will bear all costs the highest marginal rate of federal, state, and local taxesAccountants may reasonably incur in connection with any calculations contemplated by this Section 13(h). Any reduction in payments and/or benefits required by this Section 13(h) shall occur in the amount following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits payable hereunder paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3, including any reductions to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made by such certified public accounting firm cancelled in the business reverse order of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and grant for the Executive’s equity awards. All fees and expenses of If two or more equity awards are granted on the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made under this Section 3same day, the Company and the Executive elect to use the applicable federal rate that is in effect equity awards will be reduced on the Effective Date pursuant to Treasury Regulations Section 1a pro-280G, Q&A-32rata basis.

Excise Taxes. If any payment or benefit, or the acceleration of any payment or benefit, the Executive would receive from the Company under this Agreement or otherwise in connection with a Change in Control of the Company (collectively, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then either (a) If such Payments will be reduced or delayed by the Company’s Consulting Firm minimum amount necessary such that no portion of the Payments is subject to the Excise Tax, or (defined below) determines that (ib) the termination full amount of the Payments shall be made, whichever, after taking into account all applicable taxes, including the Excise Tax, results in the Executive's receipt, on an after-tax basis, of the greater amount. If a reduction or delay in the Payments is necessary, such reduction or delay will occur in the following order: (1) cancellation of accelerated vesting of stock and option awards (reduced from the highest value to the lowest value under Section 280G of the Code) with the understanding that such awards may be replaced with the right to an equivalent cash payment at such future time because of the delisting of the underlying stock; (2) reduction or delay of cash payments (reduced from the latest payment to the earliest payment); and (3) reduction of other benefits payable to the Executive pursuant (reduced from the highest value to this Agreement would subject the Executive to an excise tax lowest value under Section 4999 280G 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 ). The Company will select a reputable third party professional firm to make all federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable by the Executive under Section 4999 of the Code) would be greater if the benefits payable hereunder were limited, then the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of benefits payable hereunder shall be debited, in order from the amounts payable under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3, including any reductions provision. The Company will bear all reasonable expenses with respect to Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made determinations by such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made hereunder. For the avoidance of doubt, neither the Company nor any of its affiliates shall have any obligation to indemnify, gross-up or otherwise pay or reimburse the Executive for any Excise Tax assessed on any payment or benefit made or provided, or required to be made or provided, to the Executive by the Company under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32Agreement or otherwise.

Excise Taxes. (a) If the Company’s Consulting Firm (defined below) determines that (i) For purposes of this subsection 10(j), (1) a Payment shall mean any payment or distribution in the termination benefits nature of compensation to or for the benefit of the Executive, whether paid or payable to the Executive pursuant to this Agreement or otherwise; (2) Agreement Payment shall mean a Payment paid or payable pursuant to this Agreement (disregarding this subsection 10(j)); (2) Net After Tax Receipts shall mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), determined by applying the highest marginal rate under Section 1 of the Code applicable to the Executive's taxable income for such year; (4) "Present Value" shall mean such value determined in accordance with Section 280G(d) (4) of the Code; and (5) "Reduced Amount" shall mean the greatest aggregate amount of Payments, if any, which (x) is less than the sum of all Payments and (y) results in aggregate Net After Tax Receipts which are greater than the Net After Tax Receipts which would result if the aggregate Payments were made. (ii) Anything in this Agreement to the contrary notwithstanding, in the event PriceWaterhouseCoopers L.L.P. (or if PriceWaterhouseCoopers L.L.P. is the audit firm for the Corporation at the time, another accounting firm of nationally recognized standing selected by Executive) (the "Accounting Firm") shall determine that receipt of all Payments would subject the Executive to 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 it shall determine whether some amount of any excise tax payable by Payments would meet the Executive under Section 4999 definition of a "Reduced Amount." If the Code) would Accounting Firm determines that there is a Reduced Amount, the aggregate Agreement Payments shall be greater reduced to such Reduced Amount; provided, however, that if the benefits payable hereunder were limited, then Reduced Amount exceeds the benefits payable hereunder shall be limited such that the Executive’s net payment received on an after-tax basis is $1 less than the amount at which the payment would be subjected to the excise tax under Section 4999 of the Code. For this purposeaggregate Agreement Payments, the Executive shall aggregate Payments shall, after the reduction of all Agreement Payments, be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction reduced (but not below zero) in the amount of benefits payable hereunder such excess. All determinations made by the Accounting Firm under this Section shall be debitedbinding upon the Corporation and the Executive and shall be made within 60 days of the occurrence of an event which requires the Corporation to make payments to the Executive under this Agreement. No later than two business days following the making of this determination by the Accounting Firm, the Corporation shall pay to or distribute for the benefit of the Executive such Payments as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the benefit of the Executive in order from the amounts payable future such Payments as become due to the Executive under Section 2(a)(ii), then 2(a)(iii), then 2(a)(iv) and then under any equity awards this Agreement. The Corporation or its successor shall pay for the work done by the Accounting Firm. In the event that vested the Accounting Firm is unable or became payable under unwilling to make the Company’s 2015 Omnibus Incentive Plan (or any successor thereto). (b) All determinations required to be made under this Section 3, including subsection 10(j) or for any reductions to Payments required by Section 3(a), and the assumptions to be utilized in arriving at reason such determinations, shall be determinations are not made by such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date within 60 days of the Change in Control and reasonably acceptable occurrence of the event which requires the Corporation to make payments to the Executive (under this Agreement, the “Consulting Firm”), which Corporation shall provide detailed supporting calculations both make all Payments as are then due to the Company and Executive without reduction no later than two business days following the Executive. All fees and expenses 60th day after the occurrence of the Consulting Firm shall be borne solely by event which required the Company. For purposes of all present value determinations required Corporation to be made make payments to the Executive under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32Agreement.