Common use of Excise Taxes Clause in Contracts

Excise Taxes. In the event that the aggregate of all payments or benefits made or provided to Linexxxxxx xx connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (the "Aggregate Payment") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior to the time any excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or any successor provision ("Excise Tax"), is payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that the amount of the actual Excise Tax liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxx.

Excise Taxes. In If any of the event that the aggregate of all payments or benefits made received or provided to Linexxxxxx xx be received by the Executive in connection with a Change in Control under or the Executive's termination of employment (whether pursuant to the terms of this Agreement and under all or any other plans and programs of Sensormatic plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, being hereinafter referred to as the "Total Payments") will be subject to any excise tax (the "Aggregate PaymentExcise Tax") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior to the time any excise tax imposed by under Section 4999 of the Internal Revenue CodeCode of 1986, as amended, or any successor provision amended (the "Excise TaxCode"), is payable with respect the Company shall pay to such Aggregate Payment, the Executive an additional amount which(the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the imposition of all Total Payments and any federal, state and local income and excise employment taxes thereonand Excise Tax upon the Gross-Up Payment, is shall be equal to the Total Payments. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax on and the Aggregate Payment. The determination amount of whether such Excise Tax, (i) all of the Aggregate Payment constitutes a Parachute Payment andTotal Payments shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, if soin the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an Company's independent auditor (the "Auditor"), such payments or benefits (in whole or in part) jointly selected do not constitute parachute payments, including by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be a nationally recognized United States public accounting firm treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the base amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which has notthe Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, during the two years preceding then the date on which the Gross-Up Payment is calculated for purposes of its selectionthis Section 7), acted net of the maximum reduction in any way on behalf federal income taxes which could be obtained from deduction of Sensormatic or any affiliate thereofsuch state and local taxes. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in In the event that the amount of Linexxxxxx'x Xxxise Excise Tax liability is subsequently finally determined to be greater less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax liability with and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction) plus interest on the amount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been madeof such excess (plus any interest, Sensormatic shall pay to Linexxxxxx xx additional amount penalties or additions payable by the Executive with respect to such additional Excise Tax (and any interest and penalties thereonexcess) at the time that the amount of the actual Excise Tax liability such excess is finally determined, such additional amount to be calculated in . The Executive and the same manner as such initial payment. Linexxxxxx xxx Sensormatic Company shall each reasonably cooperate with each the other in connection with any action, arbitration, suit, investigation administrative or proceeding (collectively, "Proceeding") relating to judicial proceedings concerning the existence or amount of liability for Excise Tax, and all expenses relating Tax with respect to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxxthe Total Payments.

Excise Taxes. In If any of the event that the aggregate of all payments or benefits made received or provided to Linexxxxxx xx be received by the Executive in connection with a Change in Control under or the Executive's termination of employment (whether pursuant to the terms of this Agreement and under all or any other plans and programs of Sensormatic plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, being hereinafter referred to as the "Total Payments") will be subject to any excise tax (the "Aggregate PaymentExcise Tax") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior to the time any excise tax imposed by under Section 4999 of the Internal Revenue CodeCode of 1986, as amended, or any successor provision amended (the "Excise TaxCode"), is payable with respect the Company shall pay to such Aggregate Payment, the Executive an additional amount which(the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the imposition of all Total Payments and any federal, state and local income and excise employment taxes thereonand Excise Tax upon the Gross-Up payment, is shall be equal to the Total Payments. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax on and the Aggregate Payment. The determination amount of whether such Excise Tax, (i) all of the Aggregate Payment constitutes a Parachute Payment andTotal Payments shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, if soin the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an Company's independent auditor (the "Auditor"), such payments or benefits (in whole or in part) jointly selected do not constitute parachute payments, including by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be a nationally recognized United States public accounting firm treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the base amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest effective marginal rate of federal income taxation (taking into account the phase out of itemized deductions) in the calendar year in which has notthe Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, during the two years preceding then the date on which the Gross- Up Payment is calculated for purposes of its selectionthis Section 7), acted net of the maximum reduction in any way on behalf federal income taxes which could be obtained from deduction of Sensormatic or any affiliate thereofsuch state and local taxes. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in In the event that the amount of Linexxxxxx'x Xxxise Excise Tax liability is subsequently finally determined to be greater less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax liability and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction) plus any interest received by Executive in connection with the government's refund of such overpayment. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been madeof such excess (plus any interest, Sensormatic shall pay to Linexxxxxx xx additional amount penalties or additions payable by the Executive with respect to such additional Excise Tax (and any interest and penalties thereonexcess) at the time that the amount of the actual Excise Tax liability such excess is finally determined, such additional amount to be calculated in . The Executive and the same manner as such initial payment. Linexxxxxx xxx Sensormatic Company shall each reasonably cooperate with each the other in connection with any action, arbitration, suit, investigation administrative or proceeding (collectively, "Proceeding") relating to judicial proceedings concerning the existence or amount of liability for Excise Tax, and all expenses relating Tax with respect to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxxthe Total Payments.

Excise Taxes. In If any of the event that the aggregate of all payments or benefits made received or provided to Linexxxxxx xx be received by the Executive in connection with a Change in Control under or the Executive's termination of employment (whether pursuant to the terms of this Agreement and under all or any other plans and programs of Sensormatic plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, being hereinafter referred to as the "Total Payments") will be subject to any excise tax (the "Aggregate PaymentExcise Tax") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior to the time any excise tax imposed by under Section 4999 of the Internal Revenue CodeCode of 1986, as amended, or any successor provision amended (the "Excise TaxCode"), is payable with respect the Company shall pay to such Aggregate Payment, the Executive an additional amount which(the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the imposition of all Total Payments and any federal, state and local income and excise employment taxes thereonand Excise Tax upon the Gross-Up payment, is shall be equal to the Total Payments. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax on and the Aggregate Payment. The determination amount of whether such Excise Tax, (i) all of the Aggregate Payment constitutes a Parachute Payment andTotal Payments shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, if soin the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an Company's independent auditor (the "Auditor"), such payments or benefits (in whole or in part) jointly selected do not constitute parachute payments, including by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(1) of the Code shall be a nationally recognized United States public accounting firm treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the base amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which has notthe Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, during the two years preceding then the date on which the Gross-Up Payment is calculated for purposes of its selectionthis Section 7), acted net of the maximum reduction in any way on behalf federal income taxes which could be obtained from deduction of Sensormatic or any affiliate thereofsuch state and local taxes. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in In the event that the amount of Linexxxxxx'x Xxxise Excise Tax liability is subsequently finally determined to be greater less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax liability with and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction) plus interest on the amount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been madeof such excess (plus any interest, Sensormatic shall pay to Linexxxxxx xx additional amount penalties or additions payable by the Executive with respect to such additional Excise Tax (and any interest and penalties thereonexcess) at the time that the amount of the actual Excise Tax liability such excess is finally determined, such additional amount to be calculated in . The Executive and the same manner as such initial payment. Linexxxxxx xxx Sensormatic Company shall each reasonably cooperate with each the other in connection with any action, arbitration, suit, investigation administrative or proceeding (collectively, "Proceeding") relating to judicial proceedings concerning the existence or amount of liability for Excise Tax, and all expenses relating Tax with respect to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxxthe Total Payments.

Excise Taxes. In the event that the aggregate of all Executive becomes entitled to the payments and benefits provided under this Section 11 and/or any other payments or benefits made or provided to Linexxxxxx xx in connection with a Change in Control under or termination of the Executive's employment with the Corporation (whether pursuant to the terms of this Agreement and under all or any other plans and programs plan, arrangement or agreement with the Corporation, any person whose actions result in a Change in Control or any person affiliated with the Corporation or such person) (collectively, the "Payments"), if any of Sensormatic the Payments will be subject to the tax (the "Aggregate PaymentExcise Tax") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior to the time any excise tax imposed by Section 4999 of the Internal Revenue Code, the Corporation shall pay the Executive, at least 30 days prior to the time payment of any such Excise Tax is due, an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax and any federal and state and local income tax imposed on the Gross-Up Payment, shall be equal to the Excise Tax imposed on the Payments. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) the Payments shall be treated as amended"parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Corporation's independent auditors and acceptable to the Executive the Payments (in whole or in part) do not constitute parachute payments or excess parachute payments or are otherwise not subject to the Excise Tax, (B) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (i) the total amount of the Payments or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (A) above), and (C) the value of any non-cash benefits or any successor provision deferred payment or benefit shall be determined by the Corporation's independent auditors in accordance with the principles of Section 280G(d)(3) and ("4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the date of termination of employment, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax"). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), is the Corporation shall make an additional Gross-Up Payment in respect of such excess (plus any interest and penalties payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereonexcess) at the time that the amount of the actual Excise Tax liability such excess is finally determined. The Executive shall notify the Corporation of any audit or review by the Internal Revenue Service of the Executive's federal income tax return for the year in which a payment under this Agreement is made within ten (10) days of the Executive's receipt of notification of such audit or review. In addition, the Executive shall also notify the Corporation of the final resolution of such additional amount to be calculated in the same manner as audit or review within ten (10) days of such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxxresolution.

Excise Taxes. In the event that you become entitled to payments under Section 2 of this Agreement, or as a result of the aggregate exercise, or acceleration of all the exercisability, of stock options or performance awards, or the exercise of limited rights or other awards under the Company's Long-Term Incentive Plan or any successor plan, or any other payments or benefits made received or provided to Linexxxxxx xx treated as having been received by you in connection with a Change change in Control under this Agreement and under all other plans and programs the ownership or effective control of Sensormatic (the "Aggregate Payment") is determined to constitute Company or in the ownership of a Parachute Payment, as such term is defined in substantial portion of its assets within the meaning of Section 280G(b)(2280G(b)(2)(A) of the Internal Revenue CodeCode of 1986, as amended, amended (the "Code") (whether pursuant to the terms of this Agreement or any successor provisionother plan, Sensormatic shall pay to Linexxxxxxarrangement or agreement with the Company, xxior any person whose actions result in such a change or any person affiliated with the Company or such person) ("the Agreement Payments"), if any of the Agreement Payments will be subject to the time any excise tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code, the Company shall pay to you on the fifth day following the Termination Date (or if your employment has not terminated, on the fifth day following the receipt of the Agreement Payment) an additional amount (the "Gross-Up Payment") such that the net amount retained by you after deduction of any Excise Tax on the Agreement Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 11, shall be equal to the Agreement Payments. For purposes of determining whether payments or benefits of the types referred to in the preceding sentence are Agreement Payments and whether any of the Agreement Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any such payments or benefits received or to be received by you shall be treated as amended"parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by PricewaterhouseCoopers LLP and acceptable to you such other payments or benefits (in whole or in part) do not constitute parachute payments, or any successor provision such excess parachute payments ("in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax", (ii) the amount of the Agreement Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Agreement Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by PricewaterhouseCoopers LLP in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Termination Date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The Gross-Up Payment required in respect of Agreement Payments other than under Section 2 of this Agreement shall be payable whether or not your employment terminates. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of your termination of employment, you shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax and any interest or penalties in respect thereof is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess (plus any interest or penalties payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereonexcess) at the time that the amount of the actual Excise Tax liability such excess is finally determined. If this letter correctly sets forth our agreement on the subject matter hereof, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating please sign and return to the existence or amount Company the enclosed copy of liability for Excise Taxthis letter which will then constitute our agreement on this subject. Sincerely, and all expenses relating FORTUNE BRANDS, INC. By________________________________ Anne C. Linsdau Vice Xxxxxxxxx-Xxxxx Resources Agree to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice this ______ day of demand from Linexxxxxx_____________, 2000.

Excise Taxes. In the event that the aggregate of all If Executive becomes entitled to payments or benefits made or provided to Linexxxxxx xx connection with a Change in Control under this Agreement Section 3 ("Severance Payments"), and under all other plans and programs if any of Sensormatic the Severance Payments will be subject to the tax (the "Aggregate PaymentExcise Tax") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior to the time any excise tax imposed by Section 4999 of the Internal Revenue CodeCode of 1986, as amended, or any successor provision amended (the "Excise TaxCode"), Executive shall receive at the time specified below an additional amount ("Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax on the Severance Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 3(g), shall be equal to the Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by Executive in connection with a Change in Control or Executive's Termination (whether pursuant to the terms of this Agreement or with any other plan, arrangement or agreement with Reynolds, with any person whose actions result in a Change in Xxxtrol, or with any person affiliated with Reynolds or such person) shall be treated as "parachute pxxxxxxx" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by Reynolds' independent auditors and acceptable to Executivx xxxx xther payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Severance Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i) above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by Reynolds' independent auditors in accordance with the prixxxxxxx of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on the date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of Termination, Executive shall repay to Reynolds at the time that the amount of such reduction in Xxxxxx Tax is finally determined the portion of the Gross-up Payment attributable to such reduction (plus the portion of the Gross-up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax reduction) plus interest received by Executive attributable to any excise tax refund. If the Excise Tax is determined to exceed the amount taken into account hereunder at the date of Termination (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Reynolds shall make an additional gross-up payment in resxxxx xx such excess (plus any interest payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereonexcess) at the time that the amount of the actual Excise Tax liability such excess is finally determined. The Gross-Up Payment shall be made not later than the fifth business day following Termination; provided, however, that if the amount of such payment cannot be finally determined on or before such day, Reynolds shall pay Executive on such day an estimate as dxxxxxxxxd in good faith by Reynolds of the minimum amount of such payment and shall pay txx xxxxxnder of such payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after Termination. If the amount of the estimated payments exceeds the amount subsequently determined to have been due, such additional amount excess shall constitute a loan by Reynolds to be calculated Executive payable on the fifth business day after xxxxxx xy Reynolds (together with interest at the rate provided in Sectixx 1274(b)(2)(B) of the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from LinexxxxxxCode).

Excise Taxes. In Notwithstanding anything in the event foregoing to the contrary, if Independent Tax Counsel (as that term is defined below) determines that the aggregate of all payments and benefits provided or benefits made or to be provided to Linexxxxxx xx connection with a Change in Control under the Executive pursuant to this Agreement Agreement, and under all any other plans payments and programs of Sensormatic (benefits provided or to be provided to the "Aggregate Payment") is determined to Executive from the Company or affiliates or any successors thereto constitute a Parachute Payment, “parachute payments” as such term is defined in Section 280G(b)(2) 280G of the Internal Revenue Code, as amended, Code (or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior provision thereto) (“Parachute Payments”) that would be subject to the time any excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or any successor provision Code ("the “Excise Tax"”), then, except as otherwise provided in the next sentence, such Parachute Payments shall be reduced to the extent the Independent Tax Counsel shall determine is payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal necessary (but not below zero) so that no portion thereof shall be subject to the Excise Tax. If Independent Tax Counsel determines that the Executive would receive in the aggregate greater payments and benefits on an after tax basis if the Aggregate PaymentParachute Payments were not reduced pursuant to this Section 3(f)(iii), then no such reduction shall be made. The determination of whether which payments or benefits shall be reduced to avoid the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 Excise Tax shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by SensormaticIndependent Tax Counsel, provided that the Independent Tax Counsel shall reduce or eliminate, as the case may be, payments or benefits in the order that it determines will produce the required reduction in total Parachute Payments with the least reduction in the after-tax economic value to the Executive of such payments. If the after-tax economic value of any payments is equivalent, such payments shall be reduced in the inverse order of when the payments would have been made to the Executive until the reduction specified herein is achieved. The Auditor determination of the Independent Tax Counsel under this Section 3(f)(iii) shall be final and binding on all parties hereto. For purposes of this Section 3(f)(iii), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a nationally recognized United States public accounting firm which has notfirm, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one a compensation consultant with a nationally recognized United States accounting actuarial and benefits consulting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, with expertise in the event that area of executive compensation tax law, who shall be selected by the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined Company and shall be acceptable to the Executive (the Executive’s acceptance not to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that the amount of the actual Excise Tax liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Taxunreasonably withheld), and all expenses relating to any such Proceeding (including all reasonable attorney's whose fees and other expenses incurred by Linexxxxxx xx connection therewith) disbursements shall be paid by Sensormatic promptly upon notice the Company. Notwithstanding anything herein to the contrary, this Section 3(f)(iii) shall be interpreted (and, if determined by the Company to be necessary, reformed) to the extent necessary to fully comply with Section 409A of demand from Linexxxxxxthe Code; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Section 409A of the Code.

Excise Taxes. In Notwithstanding anything in this Agreement to the contrary and except as set forth below, in the event it shall be determined that any payment that is paid or payable to or for the aggregate benefit of all payments or benefits made or provided to Linexxxxxx xx connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic Employee during the Term (collectively, the "Aggregate PaymentPayments") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior would be subject to the time any excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or any successor provision Code (the "Excise Tax"), is payable Employee shall be entitled to receive an additional payment (a "280G Gross-Up Payment") in an amount such that, after payment by Employee of all taxes (and any interest or penalties imposed with respect to such Aggregate Paymenttaxes), an additional amount which, after the imposition of all including any income and excise employment taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereonimposed with respect thereto) and the Excise Tax imposed upon such 280G Gross-Up Payment, Employee retains a portion of such 280G Gross-Up Payment equal to the Excise Tax imposed upon such Payment. Except as contemplated by Section 12(d), all determinations required to be made under this Section 12, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determinations shall be made by Accountants which determinations shall be provided to Employee and Employer with detailed supporting calculations with respect to such Gross-Up Payment at the time Employee is entitled to receive any Payment that is a parachute payment. For the purposes of this Section 12, the "Accountants" shall mean independent certified public accountants mutually agreed upon by Employer and Employee, which agreement shall not unreasonably be withheld. All fees and expenses of the Accountants shall be borne solely by Employer. For the purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, all Payments will be treated as "parachute payments" within the meaning of section 280G of the Code, and all "parachute payments" in excess of Employee's "base amount" (as defined under section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, except to the extent in the opinion of the Accountants that, more likely than not, such Payments either do not constitute "parachute payments", represent reasonable compensation for services actually rendered by Employee (within the meaning of section 280G(b)(4) of the Code) in excess of the "base amount," or are "parachute payments" not otherwise subject to such Excise Tax. For purposes of determining the amount of a Gross-Up Payment, Employee shall be deemed to pay Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which such Gross-Up Payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which such Gross-Up Payment is to be made. Any determination by the Accountants shall be binding upon Employer and Employee. If any tax authority finally determines that a greater Excise Tax should be imposed upon the Payments or the Gross-Up Payment that is determined by the Accountants, Employee shall be entitled to receive an additional Gross-Up Payment calculated on the basis of the additional amount of Excise Tax determined to be payable by such tax authority (including related penalties and interest) from Employer. Employee shall cooperate with Employer as it may reasonably request to permit Employer (at its sole expense) to contest the determination of such taxing authority to minimize the amount payable under this Section 12(c). If any tax authority finally determines the Excise Tax payable by Employee to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Employee shall repay Employer within 30 days after Employee's receipt of a tax refund resulting from that determination, to the extent of such refund, the portion of the Gross-Up Payment attributable to such reduction (including the refunded portion of Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid, less any additional income tax resulting from receipt of such refund). Any Gross-Up Payment determined by the Accountants to be due with respect to any Payment shall be paid by Employer at the time Employee is entitled to receive such Payment, and any Gross-up Payment determined to be due after the making of such Payment by reason of an increased assessment by a tax authority of Excise Tax, shall be paid at the time that the amount of the actual Excise Tax liability such tax assessment is finally determined, such additional amount required to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from LinexxxxxxEmployee. In no event shall any such Gross-Up Payment be made in a manner inconsistent with Treasury Regulation section 1.409A-3(i)(1)(v).

Excise Taxes. In the event that the aggregate of all If Executive becomes entitled to payments or benefits made or provided to Linexxxxxx xx connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (the "Aggregate PaymentCIC Payments") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, from Reynolds or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior Successor (as defined belox) xxxx are subject to the time any excise tax ("Excise Tax") imposed by Section 4999 of the Internal Revenue CodeCode of 1986, as amended, or any successor provision amended (the "Excise TaxCode"), Executive shall receive at the time specified below an additional amount ("Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax on the CIC Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 3(g), shall be equal to the CIC Payments (net of any required payroll withholding taxes on the CIC Payments themselves). For purposes of determining whether any payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any payments or benefits received or to be received by Executive in connection with a Change in Control or Executive's Termination (whether pursuant to the terms of this Agreement or under any other plan, arrangement or agreement with Reynolds, with any person whose actions result ix x Xxange in Control, or with any person affiliated with Reynolds or such person (all such pexxxxx xther than Reynolds, "Successors")) shall be treatex xx "xarachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by Reynolds' independent auditors and acceptable tx Xxxxxtive such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i) above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by Reynolds' independent auditors in accordaxxx xxxh the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of 11 the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the Date of Termination, Executive shall repay to Reynolds at the time that the amount of xxxx xxxuction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax reduction) plus interest received by Executive attributable to any Excise Tax refund. If the Excise Tax is determined to exceed the amount taken into account hereunder at the Date of Termination (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Reynolds shall make an additional gross-up xxxxxxx in respect of such excess (plus any interest payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereonexcess) at the time that the amount of the actual Excise Tax liability such excess is finally determined. The Gross-Up Payment shall be made not later than the fifth business day following the Date of Termination; provided however, that if the amount of such payment cannot be finally determined on or before such day, Reynolds shall pay Executive on such day ax xxxxxxte as determined in good faith by Reynolds of the minimum amount of such payment xxx shall pay the remainder of such payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. If the amount of the estimated payments exceeds the amount subsequently determined to have been due, such additional amount excess shall constitute a loan by Reynolds to be calculated Executive payable on the fifth xxxxxxxs day after demand by Reynolds (together with interest at the rxxx xxxvided in Section 1274(b)(2)(B) of the same manner as such initial paymentCode). Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating Anything herein to the existence or contrary notwithstanding, any Gross-Up Payment otherwise due to Executive hereunder shall be reduced by the amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred similar type of gross-up payments already received by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand Executive from LinexxxxxxReynolds or any Successor outside this Agrxxxxxx.

Excise Taxes. In the event If Executive believes that the aggregate of all payments or benefits made or provided he might be required to Linexxxxxx xx pay any Code (S) 4999 excise tax in connection with the benefits described in this Agreement, Executive shall be entitled to request the calculation and payment of such excise tax to the extent provided in this Agreement; provided, however, that Executive must provide an independent tax consultant selected by the Company (the "ITC") with all information the Company or the ITC deems necessary, appropriate or useful for the ITC to determine the proper amount of excise tax which should be paid by Executive, and Executive must agree with the release of such information by the Company to the ITC. The ITC shall, with respect to Executive upon Executive's making a Change in Control request for the calculation and payment of Code (S) 4999 excise tax, make a determination as to whether the amounts paid to Executive under this Agreement and under all other plans and programs which constitute "parachute payments" (as defined in Code (S) 280G) (hereinafter referred to as "Parachute Payments") could be subject to the Code (S) 4999 excise tax. In doing so, the ITC shall determine Executive's "Base Amount" (as defined in Code (S) 280G) and, provided the Parachute Payments equal or exceed three hundred sixty percent (360%) of Sensormatic Executive's Base Amount, Executive shall receive an additional lump sum cash payment (the "Aggregate Gross-Up Payment") is in an amount determined to constitute a Parachute Paymentby the ITC such that, as such term is defined in Section 280G(b)(2after payment by Executive of all taxes (including any Code (S) of 4999 excise tax) imposed upon the Internal Revenue Code, as amended, Gross-Up Payment and any interest or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior to the time any excise tax penalties imposed by Section 4999 of the Internal Revenue Code, as amended, or any successor provision ("Excise Tax"), is payable with respect to such Aggregate Paymenttaxes, Executive will retain from the Gross-Up Payment an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on Code (S) 4999 excise tax imposed upon the Aggregate PaymentParachute Payments, subject to any other provisions of this Agreement to the contrary. The determination of whether If the Aggregate Payment constitutes a Parachute Payment and, if soITC shall determine that no Code (S) 4999 excise tax is payable by Executive, the amount ITC shall furnish Executive with a written opinion that Executive has substantial authority not to be paid to Linexxxxxx xxx report any Code (S) 4999 excise tax due on Executive's income tax returns. If the time ITC determines the Parachute Payments do not equal or exceed 360% of payment pursuant to this Section 10 Executive's Base Amount, no Gross-Up Payment shall be made to Executive. Executive shall notify the Company in writing within fifteen (15) days of any claim by an independent auditor the Internal Revenue Service (the "AuditorIRS") jointly selected that, if successful, would require the payment by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date Company of its selection, acted in any way Code (S) 4999 excise tax on behalf of Sensormatic or any affiliate thereofExecutive. If Linexxxxxx xxx Sensormatic cannot agree on Executive is subsequently required to make a payment of any Code (S) 4999 excise tax by the firm to serve as the AuditorIRS, then Linexxxxxx xxx Sensormatic the Company shall each select one nationally recognized United States accounting firm and those two firms shall jointly select make a Gross-Up Payment to Executive if the accounting firm to serve as IRS determines the Auditor. Notwithstanding Parachute Payments equal or exceed three hundred sixty (360%) of Executive's Base Amount; provided, however, the foregoingCompany may, in lieu of making such payment to Executive, notify Executive in writing that it desires that Executive contest the event that IRS's claim, in which case Executive and the amount Company shall cooperate, and the Company shall bear all costs and expenses (including payment of Linexxxxxx'x Xxxise Tax liability is subsequently any resulting Code (S) 4999 excise tax ultimately determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been madedue, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereonpenalties) at the time that the amount of the actual Excise Tax liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other incurred in connection with any actioncontesting such claim, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Tax, and all expenses relating to any extent that such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxxwould exceed the necessary Gross-Up Payment.

Excise Taxes. In the event that the aggregate of all If Executive becomes entitled to payments or benefits made or provided to Linexxxxxx xx connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (the "Aggregate PaymentCIC Payments") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, from Reynolds or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior Successor (as defined below) xxxx xxx subject to the time any excise tax ("Excise Tax") imposed by Section 4999 of the Internal Revenue CodeCode of 1986, as amended, or any successor provision amended (the "Excise TaxCode"), Executive shall receive at the time specified below an additional amount ("Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax on the CIC Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 3(g), shall be equal to the CIC Payments (net of any required payroll withholding taxes on the CIC Payments themselves). For purposes of determining whether any payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any payments or benefits received or to be received by Executive in connection with a Change in Control or Executive's Termination (whether pursuant to the terms of this Agreement or under any other plan, arrangement or agreement with Reynolds, with any person whose actions result in a Xxxxxx in Control, or with any person affiliated with Reynolds or such person (all such personx xxxxx than Reynolds, "Successors")) shall be treated as "xxxxxhute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by Reynolds' independent auditors and acceptable to Exxxxxxxx such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i) above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by Reynolds' independent auditors in accordance xxxx xxe principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of 11 the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the Date of Termination, Executive shall repay to Reynolds at the time that the amount of such xxxxxxxon in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax reduction) plus interest received by Executive attributable to any Excise Tax refund. If the Excise Tax is determined to exceed the amount taken into account hereunder at the Date of Termination (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Reynolds shall make an additional gross-up paymxxx xx xespect of such excess (plus any interest payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereonexcess) at the time that the amount of the actual Excise Tax liability such excess is finally determined. The Gross-Up Payment shall be made not later than the fifth business day following the Date of Termination; provided however, that if the amount of such payment cannot be finally determined on or before such day, Reynolds shall pay Executive on such day an esxxxxxx xs determined in good faith by Reynolds of the minimum amount of such payment and xxxll pay the remainder of such payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. If the amount of the estimated payments exceeds the amount subsequently determined to have been due, such additional amount excess shall constitute a loan by Reynolds to be calculated Executive payable on the fifth busxxxxx xxy after demand by Reynolds (together with interest at the rate xxxxxxxd in Section 1274(b)(2)(B) of the same manner as such initial paymentCode). Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating Anything herein to the existence or contrary notwithstanding, any Gross-Up Payment otherwise due to Executive hereunder shall be reduced by the amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred similar type of gross-up payments already received by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand Executive from LinexxxxxxReynolds or any Successor outside this Agreemexx.

Excise Taxes. In If any of the event that the aggregate of all payments or benefits made received or provided to Linexxxxxx xx be ------------ received by the Executive in connection with a Change in Control under or the Executive's termination of employment (whether pursuant to the terms of this Agreement and under all or any other plans and programs of Sensormatic plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, being hereinafter referred to as the "Total Payments") will be subject to any excise tax (the "Aggregate PaymentExcise Tax") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior to the time any excise tax imposed by under Section 4999 of the Internal Revenue CodeCode of 1986, as amended, or any successor provision amended (the "Excise TaxCode"), is payable with respect the Company shall pay to such Aggregate Payment, the Executive an additional amount which(the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the imposition of all Total Payments and any federal, state and local income and excise employment taxes thereonand Excise Tax upon the Gross-Up payment, is shall be equal to the Total Payments. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax on and the Aggregate Payment. The determination amount of whether such Excise Tax, (i) all of the Aggregate Payment constitutes a Parachute Payment andTotal Payments shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, if soin the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an Company's independent auditor (the "Auditor"), such payments or benefits (in whole or in part) jointly selected do not constitute parachute payments, including by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be a nationally recognized United States public accounting firm treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the base amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest effective marginal rate of federal income taxation (taking into account the phase out of itemized deductions) in the calendar year in which has notthe Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, during the two years preceding then the date on which the Gross-Up Payment is calculated for purposes of its selectionthis Section 7), acted net of the maximum reduction in any way on behalf federal income taxes which could be obtained from deduction of Sensormatic or any affiliate thereofsuch state and local taxes. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in In the event that the amount of Linexxxxxx'x Xxxise Excise Tax liability is subsequently finally determined to be greater less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross- Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax liability and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction) plus any interest received by Executive in connection with the government's refund of such overpayment. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been madeof such excess (plus any interest, Sensormatic shall pay to Linexxxxxx xx additional amount penalties or additions payable by the Executive with respect to such additional Excise Tax (and any interest and penalties thereonexcess) at the time that the amount of the actual Excise Tax liability such excess is finally determined, such additional amount to be calculated in . The Executive and the same manner as such initial payment. Linexxxxxx xxx Sensormatic Company shall each reasonably cooperate with each the other in connection with any action, arbitration, suit, investigation administrative or proceeding (collectively, "Proceeding") relating to judicial proceedings concerning the existence or amount of liability for Excise Tax, and all expenses relating Tax with respect to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxxthe Total Payments.

Excise Taxes. In the event that the aggregate of all payments or benefits made or provided to Linexxxxxx xx connection with a Change in Control to, or that may be made or provided to, the Executive under this Agreement and under all other plans plans, programs and programs arrangements of Sensormatic the Company (the "Aggregate PaymentAGGREGATE PAYMENT") is determined to constitute a Parachute Payment, "parachute payment," as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, or any successor provision, Sensormatic the Company shall pay to Linexxxxxxthe Executive, xxior prior to the time any excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or any successor provision Code ("Excise TaxEXCISE TAX"), ) is payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment parachute payment and, if so, the amount to be paid to Linexxxxxx xxx the Executive and the time of payment pursuant to this Section 10 2(h) shall be made by an independent auditor (the "AuditorAUDITOR") jointly selected by Sensormatic the Company and Linexxxxxx xxx the Executive and paid by Sensormaticthe Company. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic the Company or any affiliate thereof. If Linexxxxxx xxx Sensormatic the Executive and the Company cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic the Executive and the Company shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise the Executive's Excise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer the Executive under this Section 10 2(h) has been made, Sensormatic the Company shall pay to Linexxxxxx xx the Executive an additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that and in the amount determined by the Auditor so as to make the Executive whole, on an after-tax basis, with respect to such Excise Tax (and any interest and penalties thereon) and such additional amount paid by the Company. In the event the amount of the actual Executive's Excise Tax liability is finally determined, such additional amount subsequently determined to be calculated in less than the same manner Excise Tax liability with respect to which an initial payment to the Executive has been made, the Executive shall, as such initial paymentsoon as practical after the determination is made, pay to the Company the amount of the overpayment by the Company, reduced by the amount of any relevant taxes already paid by the Executive and not refundable, all as determined by the Auditor. Linexxxxxx xxx Sensormatic The Executive and the Company shall cooperate with each other in connection with any action, arbitration, suit, investigation proceeding or proceeding (collectively, "Proceeding") claim relating to the existence or amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx the Executive in connection therewith) therewith shall be paid by Sensormatic the Company promptly upon notice of demand from Linexxxxxxthe Executive.

Excise Taxes. In the event that Executive becomes entitled to payments under Section 2 of this Agreement, or as a result of acceleration of awards under the aggregate of all Company’s Long-Term Incentive Plan or any successor plan, or awards under the EAR Plan, or any other payments or benefits made received or provided to Linexxxxxx xx treated as having been received by Executive in connection with a Change change in Control under this Agreement and under all other plans and programs the ownership or effective control of Sensormatic (the "Aggregate Payment") is determined to constitute Company or in the ownership of a Parachute Payment, as such term is defined in substantial portion of its assets within the meaning of Section 280G(b)(2280G(b)(2)(A) of the Internal Revenue CodeCode of 1986, as amendedamended (the “Code”) (whether pursuant to the terms of this Agreement, the Severance Agreement, or any successor provisionother plan, Sensormatic shall pay to Linexxxxxxarrangement or agreement with the Company, xxior any person whose actions result in such a change or any person affiliated with the Company or such person) (“the Agreement Payments”), if any of the Agreement Payments will be subject to the time any excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code, the Company shall pay to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive after deduction of any Excise Tax on the Agreement Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 10, shall be equal to the Agreement Payments. If Executive’s employment has terminated, such Gross-Up Payment shall be made on the eighth day following Executive’s termination; provided that any portion of the Gross-Up Payment that relates to Agreement Payments made pursuant to Section 2 of this Agreement or severance pay benefits under the Severance Agreement may not be made earlier than the date specified in Section 2(g), if applicable; and further provided that Executive has delivered (and has not revoked) an executed release of claims in the form attached to this Agreement as amendedExhibit A (as such release is updated from time to time to reflect legal requirements). If Executive’s employment has not terminated, the Gross-up Payment shall be made on the fifth day following Executive’s receipt of the Agreement Payment. For purposes of determining whether payments or benefits of the types referred to above are Agreement Payments and whether any of the Agreement Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any such payments or benefits received or to be received by Executive shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by one of the “Big 4” independent registered public accounting firms and acceptable to Executive such other payments or benefits (in whole or in part) do not constitute parachute payments, or any successor provision such excess parachute payments ("in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax", (ii) the amount of the Agreement Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Agreement Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(I) of the Code (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by one of the “Big 4” independent registered public accounting firms in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Notwithstanding the foregoing provisions of this Section 10, if it shall be determined that Executive is entitled to the Gross-Up Payment, but that the value of the Agreement Payments does not exceed 330% of the base amount (as defined in Section 280G(d)(3) of the Code), then, subject to the following sentence, no Gross-Up Payment shall be made to Executive and the amounts payable under this Agreement shall be reduced so that the value of the Agreement Payments, in the aggregate, equals one dollar less than 300% of the base amount. The reduction described in the preceding sentence shall apply only if the value of the reduction is equal to or less than 30% of the Executive’s base salary as of the Change in Control; otherwise there shall be no reduction and the Executive will be entitled to the Gross-Up Payment. To the extent applicable, the reduction in Agreement Payments contemplated by this Section shall be implemented by reducing the Agreement Payments in the following order: (I) the additional pension benefit payable pursuant to Section 2(d), (II) Gross-Up Payments determined under this Section 10, (III) cash severance benefits payable pursuant to Section 2(b), and (IV) cash severance benefits payable pursuant to the Severance Agreement. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence on the Termination Date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The Gross-Up Payment required in respect of Agreement Payments other than under Section 2 of this Agreement and severance pay provided under the Severance Agreement shall be payable whether or not Executive’s employment terminates. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of Executive’s termination of employment, the Executive shall repay to the Company at the time that, the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by him if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax and any interest or penalties in respect thereof is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess (plus any interest or penalties payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereonexcess) at the time that the amount of the actual Excise Tax liability such excess is finally determined, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxx.

Excise Taxes. In Notwithstanding anything herein to the contrary, in the event that the aggregate of all payments or benefits made or provided to Linexxxxxx xx connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (the "Aggregate Payment") it is determined to constitute a Parachute Paymentby Viacom, as such term is defined in Section 280G(b)(2) of or by the Internal Revenue CodeService (the “IRS”) pursuant to an IRS audit (an “Audit”) of your federal income tax return(s), as amendedthat any payment or benefit provided to you hereunder, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior would be subject to the time any excise tax imposed by Section 4999 of the Internal Revenue CodeCode of 1986, as amendedamended (the “Code”), or any successor provision ("Excise Tax"), is payable interest or penalties with respect to such Aggregate Paymentexcise tax (such excise tax, an additional amount which, after the imposition of all income and excise taxes together with any interest or penalties thereon, is equal herein referred to as the “Excise Tax”), then Viacom shall pay (either directly to the IRS as tax withholdings or to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a “Gross-Up Payment”) in an amount that will place you in the same after-tax economic position that you would have enjoyed if the payment or benefit had not been subject to the Excise Tax on Tax. Viacom will consult with its outside tax counsel at its expense, to the Aggregate Paymentextent it reasonably deems appropriate, in making determinations pursuant to the preceding sentence. The determination amount of whether the Aggregate Gross-Up Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made calculated by an Viacom’s regular independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way auditors based on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that the amount of the actual Excise Tax paid by Viacom as determined by Viacom or the IRS. If the amount of the Excise Tax determined by the IRS is greater than an amount previously determined by Viacom, Viacom’s auditors shall recalculate the amount of the Gross-Up Payment. Viacom’s auditors shall provide you with detailed support for its calculations. Viacom shall be responsible for the fees and expenses incurred by its auditors in making these calculations. You shall promptly notify Viacom of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Viacom requests, in writing, that you undertake the defense of such IRS claim on behalf of Viacom and at Viacom’s sole expense. In such event, Viacom may elect to control the conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Tax, and all expenses relating to you shall not settle, compromise or concede such asserted Excise Tax and shall cooperate with Viacom in each phase of any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxxcontest.

Excise Taxes. In the event it shall be determined that any payment or distribution or any part thereof of any type to or for the aggregate benefit of all payments or benefits made or provided the Executive whether pursuant to Linexxxxxx xx connection with a Change in Control under this Agreement or any other agreement between Executive and under all other plans and programs the Company or News Corp, or any person or entity that acquires ownership or effective control of Sensormatic the Company or News Corp or ownership of a substantial portion of the assets of the Company or News Corp (within the "Aggregate Payment") is determined to constitute a Parachute Payment, as such term is defined in meaning of Section 280G(b)(2) 280G of the Internal Revenue CodeCode of 1986, as amended, amended (the "Code")) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior other plan or agreement (the "Total Payments") is or will be subject to the time any excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or any successor provision Code (the "Excise Tax"), is payable with respect then the Total Payments shall be reduced to such Aggregate Payment, an additional the maximum amount which, after that could be paid to the imposition of all income and excise taxes thereon, is equal Executive without giving rise to the Excise Tax on (the Aggregate Payment"Safe Harbor Cap"), if the net after-tax payment to the Executive after reducing the Executive's Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) payment to Executive without such reduction. The determination reduction of whether the Aggregate Payment constitutes a Parachute Payment andamounts payable hereunder, if soapplicable, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by reducing first the payment made pursuant to this Agreement and then to any other plan or agreement that triggers such Excise Tax, unless an independent auditor alternative method of reduction is elected by Executive. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this paragraph, including determinations as to whether the Total Payments to the Executive shall be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made by the outside accounting firm of the Company (the "AuditorAccounting Firm") jointly selected by Sensormatic ). If the Accounting Firm determines that no Excise Tax is imposed on the Total Payments and Linexxxxxx xxx paid by Sensormatic. The Auditor it subsequently is established pursuant to a final determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, that the Total Payments are in excess of the Safe Harbor Cap (hereinafter referred to as an "Excess Payment"), such Excess Payment shall be a nationally recognized United States public accounting firm which has not, during deemed for all purposes to be an overpayment to the two years preceding Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand; provided, however, if the Executive shall be required to pay an Excise Tax by reason of its selectionreceiving such Excess Payment (regardless of the obligation to repay the Company), acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic canthe Executive shall not agree on be required to repay the firm to serve as Excess Payment (and if Executive has already repaid such amount, the Auditor, then Linexxxxxx xxx Sensormatic Company shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that refund the amount to Executive). This Section 9 shall supersede Section 10.4 of Linexxxxxx'x Xxxise Tax liability is subsequently determined the News Corp 2005 Long-Term Incentive Plan. In all other respects, the Employment Agreement shall remain in full force and effect. This amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been madeoriginal amendment, Sensormatic but all such counterparts shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (together constitute one and any interest and penalties thereon) at the time that the amount of the actual Excise Tax liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxxinstrument.

Excise Taxes. In the event that the aggregate of all payments or benefits made or provided to Linexxxxxx xx Assaf in connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (the "Aggregate Payment") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, or any successor provision, Sensormatic shall pay to LinexxxxxxAssaf, xxior prior to the time any excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or any successor provision ("Excise Tax"), is payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx Assaf and the time of payment pursuant to this Section 10 8 shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx Assaf and paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Assaf and Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Assaf and Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Assaf's Excise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer Assaf under this Section 10 8 has been made, Sensormatic shall pay to Linexxxxxx xx Assaf an additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that the amount of the actual Excise Tax liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Assaf and Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxx.other

Excise Taxes. In Notwithstanding anything herein to the contrary, in the event that the aggregate of all payments or benefits made or provided to Linexxxxxx xx connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (the "Aggregate Payment") it is determined to constitute a Parachute Paymentby Viacom, as such term is defined in Section 280G(b)(2) of or by the Internal Revenue CodeService (the “IRS”) pursuant to an IRS audit (an “Audit”) of your federal income tax return(s), as amendedthat any payment or benefit provided to you hereunder, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior would be subject to the time any excise tax imposed by Section 4999 of the Internal Revenue CodeCode of 1986, as amendedamended (the “Code”), or any successor provision ("Excise Tax"), is payable interest or penalties with respect to such Aggregate Paymentexcise tax (such excise tax, an additional amount which, after the imposition of all income and excise taxes together with any interest or penalties thereon, is equal herein referred to as the “Excise Tax”), then Viacom shall pay (either directly to the IRS as tax withholdings or to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a “Gross-Up Payment”) in an amount that will place you in the same after-tax economic position that you would have enjoyed if the payment or benefit had not been subject to the Excise Tax on Tax. Viacom will consult with its outside tax counsel at its expense, to the Aggregate Paymentextent it reasonably deems appropriate, in making determinations pursuant to the preceding sentence. The determination amount of whether the Aggregate Gross-Up Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made calculated by an Viacom’s regular independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way auditors based on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that the amount of the actual Excise Tax paid by Viacom as determined by Viacom or the IRS. If the amount of the Excise Tax determined by the IRS is greater than an amount previously determined by Viacom, Viacom’s auditors shall recalculate the amount of the Gross-Up Payment. Viacom’s auditors shall provide you with detailed support for its calculations. Viacom shall be responsible for the fees and expenses incurred by its auditors in making these calculations. You shall promptly notify Viacom of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Viacom requests, in writing, that you undertake the defense of such IRS claim on behalf of Viacom and at Viacom’s sole expense. In such event, Viacom may elect to control the conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability is finally determinedrelating to the Excise Xxxxxx Xxxxxxx July 1, 2004 Tax, and you shall not settle, compromise or concede such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic asserted Excise Tax and shall cooperate with Viacom in each other in connection with phase of any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxxcontest.

Excise Taxes. In the event that you become entitled to payments under Section 2 of this Agreement, or as a result of the aggregate exercise, or acceleration of all the exercisability, of stock options or performance awards, or the exercise of limited rights or other awards under the Company’s Long-Term Incentive Plan or any successor plan, or any other payments or benefits made received or provided to Linexxxxxx xx treated as having been received by you in connection with a Change change in Control under this Agreement and under all other plans and programs the ownership or effective control of Sensormatic (the "Aggregate Payment") is determined to constitute Company or in the ownership of a Parachute Payment, as such term is defined in substantial portion of its assets within the meaning of Section 280G(b)(2280G(b)(2)(A) of the Internal Revenue CodeCode of 1986, as amended, amended (the “Code”) (whether pursuant to the terms of this Agreement or any successor provisionother plan, Sensormatic shall pay to Linexxxxxxarrangement or agreement with the Company, xxior any person whose actions result in such a change or any person affiliated with the Company or such person) (“the Agreement Payments”), if any of the Agreement Payments will be subject to the time any excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code, the Company shall pay to you on the fifth day following the Termination Date (or if your employment has not terminated, on the fifth day following the receipt of the Agreement Payment) an additional amount (the “Gross-Up Payment”) such that the net amount retained by you after deduction of any Excise Tax on the Agreement Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 11, shall be equal to the Agreement Payments. For purposes of determining whether payments or benefits of the types referred to in the preceding sentence are Agreement Payments and whether any of the Agreement Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any such payments or benefits received or to be received by you shall be treated as amended“parachute Mx. Xxxxxxxxxxx X. Klein 17 August 1, 2003 payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by PricewaterhouseCoopers LLP and acceptable to you such other payments or benefits (in whole or in part) do not constitute parachute payments, or any successor provision such excess parachute payments ("in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax", (ii) the amount of the Agreement Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Agreement Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by PricewaterhouseCoopers LLP in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Termination Date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The Gross-Up Payment required in respect of Agreement Payments other than under Section 2 of this Agreement shall be payable whether or not your employment terminates. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of your termination of employment, you shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax and any interest or penalties in respect Mx. Xxxxxxxxxxx X. Klein 18 August 1, 2003 thereof is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess (plus any interest or penalties payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereonexcess) at the time that the amount of the actual Excise Tax liability such excess is finally determined. If this letter correctly sets forth our agreement on the subject matter hereof, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating please sign and return to the existence or amount Company the enclosed copy of liability for Excise Taxthis letter which will then constitute our agreement on this subject. Sincerely, FORTUNE BRANDS, INC. By /s/ Mxxx X. Xxxxx Mxxx X. Xxxxx Senior Vice President, General Counsel and all expenses relating Secretary Agree to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice this 26th day of demand from Linexxxxxx.August, 2003. /s/ Cxxxxxxxxxx X. Xxxxx Cxxxxxxxxxx X. Xxxxx

Excise Taxes. In Notwithstanding anything in the event foregoing to the contrary, if Independent Tax Counsel (as that term is defined below) determines that the aggregate of all payments and benefits provided or benefits made or to be provided to Linexxxxxx xx connection with a Change in Control under the Executive pursuant to this Agreement Agreement, and under all any other plans payments and programs of Sensormatic (benefits provided or to be provided to the "Aggregate Payment") is determined to Executive from the Company or affiliates or any successors thereto constitute a Parachute Payment, “parachute payments” as such term is defined in Section 280G(b)(2280G (or any successor provision thereto) of the Internal Revenue CodeCode of 1986, as amendedamended (the “Code” and any such payments and benefits, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior “Parachute Payments”) that would be subject to the time any excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or any successor provision Code ("the “Excise Tax"”), then, except as otherwise provided in the next sentence, such Parachute Payments shall be reduced to the extent the Independent Tax Counsel shall determine is payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal necessary (but not below zero) so that no portion thereof shall be subject to the Excise Tax. If Independent Tax Counsel determines that the Executive would receive in the aggregate greater payments and benefits on an after tax basis if the Aggregate PaymentParachute Payments were not reduced pursuant to this Section 3(f)(iii), then no such reduction shall be made. The determination of whether which payments or benefits shall be reduced to avoid the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 Excise Tax shall be made by an independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by SensormaticIndependent Tax Counsel, provided that the Independent Tax Counsel shall reduce or eliminate, as the case may be, payments or benefits in the order that it determines will produce the required reduction in total Parachute Payments with the least reduction in the after-tax economic value to the Executive of such payments. If the after-tax economic value of any payments are equivalent, such payments shall be reduced in the inverse order of when the payments would have been made to the Executive until the reduction specified herein is achieved. The Auditor determination of the Independent Tax Counsel under this Section 3(f)(iii) shall be final and binding on all parties hereto. For purposes of this Section 3(f)(iii), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a nationally recognized United States public accounting firm which has notfirm, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one a compensation consultant with a nationally recognized United States accounting actuarial and benefits consulting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, with expertise in the event that area of executive compensation tax law, who shall be selected by the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined Company and shall be acceptable to the Executive (the Executive's acceptance not to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that the amount of the actual Excise Tax liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Taxunreasonably withheld), and all expenses relating to any such Proceeding (including all reasonable attorney's whose fees and other expenses incurred by Linexxxxxx xx connection therewith) disbursements shall be paid by Sensormatic promptly upon notice the Company. Notwithstanding anything herein to the contrary, this Section 3(f)(iii) shall be interpreted (and, if determined by the Company to be necessary, reformed) to the extent necessary to fully comply with Section 409A of demand from Linexxxxxxthe Code; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Section 409A of the Code.

Excise Taxes. In Notwithstanding anything herein to the event contrary, if it is determined by Viacom, or by the Internal Revenue Service (the "IRS") pursuant to an IRS audit of your federal income tax return(s) (an "Audit"), that the aggregate of all payments any payment or benefits made or benefit provided to Linexxxxxx xx connection with a Change in Control you under this Agreement and under all other plans and programs of Sensormatic (the "Aggregate Payment") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, as amended, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior would be subject to the time any excise tax imposed by Section 4999 of the Internal Revenue CodeCode of 1986, as amended, or any successor provision interest or penalties with respect to such excise tax (such excise tax, together with any interest or penalties thereon, is herein referred to as the "Excise Tax"), is payable with respect then Viacom shall pay (either directly to such Aggregate Paymentthe IRS as tax withholdings or to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a "Gross-Up Payment") in an amount which, after that will place you in the imposition of all income and excise taxes thereon, is equal same after-tax economic position that you would have enjoyed if the payment or benefit had not been subject to the Excise Tax on the Aggregate PaymentTax. The determination amount of whether the Aggregate Gross-Up Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made calculated by an Viacom's regular independent auditor (the "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way auditors based on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that the amount of the actual Excise Tax paid by Viacom as determined by Viacom or the IRS. If the amount of the Excise Tax determined by the IRS is greater than an amount previously determined by Viacom, Viacom's auditors shall recalculate the amount of the Gross-Up Payment. You shall promptly notify Viacom of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Viacom requests, in writing, that the you undertake the defense of such IRS claim on behalf of Viacom and at Viacom's sole expense. In such event, Viacom may elect to control the conduct to a final determination through counsel of it own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the existence or amount of liability for Excise Tax, and all expenses relating to you shall not settle, compromise or concede such asserted Excise Tax and shall cooperate with Viacom in each phase of any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid by Sensormatic promptly upon notice of demand from Linexxxxxxcontest.