Common use of Golden Parachute Excise Tax Best Results Clause in Contracts

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 5 will be made in writing by a national “Big Four” accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee you: (a) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either beeither: (ia) delivered Delivered in full, or (iib) delivered Delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Employeeyou, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless both the Company and Employee you otherwise agree in writing, any determination required under this Section 5 9 will be made in writing by a national “Big Four” an accounting firm or other tax expert selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee you and the Company for all purposes. For purposes of making the calculations required by this Section 59, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Both the Company and the Employee you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 59. Any reduction in payments and/or benefits required by this Section 5 9 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (2) reduction of other benefits paid to you. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedyour equity awards.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement Agreement or otherwise payable to the Employee (aX) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986G, as amended (the “Code”) and (bY) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either beeither: (ia) delivered in full, or (iib) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any the determination of the Employee’s excise tax liability and the amount required to be paid under this Section 5 will 4 shall be made in writing by a national “Big Four” nationally-recognized independent accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 54. Any reduction in payments and/or benefits required by this Section 5 4 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; (2) reduction of acceleration of vesting of equity awards; and in reverse chronological order such that (3) reduction of other benefits paid to the cash payment owed on the latest date following the occurrence of Employee. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedEmployee’s equity awards.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee Executive (a) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Code Section 4999 of the Code4999, then such benefits shall be either beeither: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Code Section 4999 of the Code4999. Unless the Company and Employee Executive otherwise agree in writing, any the determination of Executive’s excise tax liability and the amount required to be paid under this Section 5 will shall be made in writing by a national “Big Four” accounting nationally recognized certified professional services firm selected by the Company Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Employee Executive shall furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (Ai) reduction of cash payments shall be reduced first and payments; (ii) cancellation of awards granted “contingent on a change in reverse chronological order such that ownership or control” (within the cash payment owed on the latest date following the occurrence meaning of Code Section 280G); (iii) cancellation of accelerated vesting of equity awards; or (iv) reduction of employee benefits. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity award compensation is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall will be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock of Executive’s equity awards. If two or more equity compensation awards (i.e.are granted on the same date, the vesting of the most recently granted stock awards will each award shall be reduced first), with fullon a pro-value awards reversed before any stock option or stock appreciation rights are reducedrata basis.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any the determination of Employee’s excise tax liability and the amount required to be paid under this Section 5 will shall be made in writing by a national “Big Four” accounting firm selected the Company’s independent auditors who are primarily used by the Company or such other person or entity immediately prior to which the parties mutually agree Change of Control (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement Agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) ), and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such severance and other benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 5 will be made in writing by a national “Big Four” accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to the Employee (aX) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986G, as amended (the “Code”) and (bY) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either beeither: (ia) delivered in full, or (iib) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any the determination of the Employee’s excise tax liability and the amount required to be paid under this Section 5 will shall be made in writing by a national “Big Four” nationally-recognized independent accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; (2) reduction of acceleration of vesting of equity awards; and in reverse chronological order such that (3) reduction of other benefits paid to the cash payment owed on the latest date following the occurrence of Employee. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedEmployee’s equity awards.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Code Section 4999 of the Code4999, then such benefits shall be either beeither: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Code Section 4999 of the Code4999. Unless the Company and Employee otherwise agree in writing, any the determination of Employee’s excise tax liability and the amount required to be paid under this Section 5 will shall be made in writing by a national “Big Four” accounting firm selected the Company’s independent auditors who are primarily used by the Company or such other person or entity immediately prior to which the parties mutually agree Change of Control (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (Ai) reduction of cash payments shall be reduced first payments; (ii) reduction of vesting acceleration of Equity Compensation Awards; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (iii) reduction of other benefits paid or provided to Employee. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of Equity Compensation Awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e.the Equity Compensation Awards. If two or more Equity Compensation Awards are granted on the same date, the vesting of the most recently granted stock awards will each award shall be reduced first), with fullon a pro-value awards reversed before any stock option or stock appreciation rights are reducedrata basis.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee Executive (a) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee Executive otherwise agree in writing, any determination required under this Section 5 4 will be made in writing by a national “Big Four” accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 54. Any reduction in payments and/or benefits required by this Section 5 4 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (2) reduction of other benefits paid to Executive. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedExecutive’s equity awards.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee Executive (a) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee the Executive otherwise agree in writing, any the determination of Executive’s excise tax liability and the amount required to be paid under this Section 5 will 4 shall be made in writing by a national “Big Four” accounting firm selected the Company’s independent auditors who are primarily used by the Company or such other person or entity immediately prior to which the parties mutually agree Change of Control (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced4.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement Agreement or otherwise payable to Employee Executive (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended amended, (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: : (i) delivered in full, or or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee Executive otherwise agree in writing, any determination required under this Section 5 6 will be made in writing by a national “Big Four” an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 56, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 56. Any reduction in payments and/or benefits required by this Section 5 6 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) deferred compensation amounts subject to Section 409A shall be reduced last.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement Supplemental Agreement or otherwise payable to Employee Executive (a) constitute “parachute payments” within the meaning of the Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: (i) delivered Delivered in full, or (ii) delivered Delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever . Whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee Executive otherwise agree in writing, any determination required under this Section 5 124 will be made in writing by a national “Big Four” accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5Section. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (2) reduction of other benefits paid to Executive. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock Executive’s equity awards. If two or more equity awards (i.e.are granted on the same date, the vesting of the most recently granted stock awards each award will be reduced first), with fullon a pro-value awards reversed before rata basis. In no event will Executive exercise discretion in the order of any stock option or stock appreciation rights are reducedreduction in payments contemplated by this Section.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee Executive (a) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either beeither: (i) delivered in full, or or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee Executive otherwise agree in writing, any determination required under this Section 5 4 will be made in writing by a national “Big Four” an accounting firm or other tax expert selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 54. Any reduction in payments and/or benefits required by this Section 5 4 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (2) reduction of other benefits paid to Executive. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedExecutive’s equity awards.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any the determination of Employee’s excise tax liability and the amount required to be paid under this Section 5 will shall be made in writing by a national “Big Four” accounting firm selected the Company’s independent auditors who are primarily used by the Company or such other person or entity immediately prior to which the parties mutually agree Change of Control (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee Executive (a) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Code Section 4999 of the Code4999, then such benefits shall be either beeither: (ia) delivered in full, or (iib) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Code Section 4999 of the Code4999. Unless the Company and Employee Executive otherwise agree in writing, any the determination of Executive’s excise tax liability and the amount required to be paid under this Section 5 will shall be made in writing by a national “Big Four” accounting nationally recognized certified professional services firm selected by the Company Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 523, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Employee Executive shall furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 23. The Company shall bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 523. Any reduction in payments and/or benefits required by this Section 5 23 shall occur in the following order: (Ai) reduction of cash payments shall be reduced first and payments; (ii) cancellation of awards granted “contingent on a change in reverse chronological order such that ownership or control” (within the cash payment owed on the latest date following the occurrence meaning of Code Section 280G); (iii) cancellation of accelerated vesting of equity awards; or (iv) reduction of employee benefits. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity award compensation is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall will be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock of Executive’s equity awards. If two or more equity compensation awards (i.e.are granted on the same date, the vesting of the most recently granted stock awards will each award shall be reduced first), with fullon a pro-value awards reversed before any stock option or stock appreciation rights are reducedrata basis.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement Agreement or otherwise payable to Employee Executive (aX) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986G, as amended (the “Code”) and (bY) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either beeither: (ia) delivered in full, or (iib) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee Executive otherwise agree in writing, any the determination of Executive’s excise tax liability and the amount required to be paid under this Section 5 will 4 shall be made in writing by a national “Big Four” nationally-recognized independent accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 54. Any reduction in payments and/or benefits required by this Section 5 4 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; (2) reduction of acceleration of vesting of equity awards; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (3) reduction of other benefits paid to Executive. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedExecutive’s equity awards.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement Agreement or otherwise payable to Employee Executive (acollectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) ), and (by) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits Payments shall be either beeither: (ia) delivered in full, or (iib) delivered as to such lesser extent which would result in no portion of such severance benefits Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee Executive otherwise agree in writing, any the determination of Executive’s excise tax liability and the amount required to be paid under this Section 5 will 4 shall be made in writing by a national “Big Four” nationally-recognized independent accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 6. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 56. Any reduction in payments and/or benefits required by this Section 5 6 shall occur in the following order: (Ai) reduction of cash payments shall be reduced first payments; (ii) reduction of acceleration of vesting of Equity Awards; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (iii) reduction of other benefits paid to Executive. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of Equity Awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedExecutive’s Equity Awards.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee Xx. Xxxxxx (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either beeither: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeXx. Xxxxxx, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee Xx. Xxxxxx otherwise agree in writing, any the determination of Xx. Xxxxxx’x excise tax liability and the amount required to be paid under this Section 5 will 3 shall be made in writing by a national “Big Four” accounting firm selected the Company’s independent auditors who are primarily used by the Company or such other person or entity immediately prior to which the parties mutually agree Acquisition (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 53, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Xx. Xxxxxx shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced3.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 5 will be made in writing by a national “Big Four” accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (2) reduction of other benefits paid to Employee. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedEmployee's equity awards.

Golden Parachute Excise Tax Best Results. In the event that the severance and other If any payments or benefits provided for in this agreement or otherwise payable to Employee Agreement (a) constitute “parachute payments” within the meaning of the Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: : (i) delivered in full, or or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by a national “Big Four” accounting firm selected by Squar Xxxxxx LLP, the Company or such other person or entity to which the parties mutually agree Company’s independent public accounts (the “Accountants”), whose determination will be conclusive and binding upon Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5Section. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (2) reduction of other benefits paid to Executive. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock Executive’s equity awards. If two or more equity awards (i.e.are granted on the same date, the vesting of the most recently granted stock awards each award will be reduced first), with fullon a pro-value awards reversed before rata basis. In no event will Executive exercise discretion in the order of any stock option or stock appreciation rights are reducedreduction in payments contemplated by this Section.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement Agreement or otherwise payable to the Employee (aX) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986G, as amended (the “Code”) and (bY) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either beeither: (ia) delivered in full, or (iib) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any the determination of the Employee’s excise tax liability and the amount required to be paid under this Section 5 will shall be made in writing by a national “Big Four” nationally-recognized independent accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (Ai) reduction of cash payments shall be reduced first payments; (ii) reduction of acceleration of vesting of equity awards; and in reverse chronological order such that (iii) reduction of other benefits paid to the cash payment owed on the latest date following the occurrence of Employee. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedEmployee’s equity awards.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee Executive (a) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Code Section 4999 of the Code4999, then such benefits shall be either beeither: (ia) delivered in full, or (iib) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Code Section 4999 of the Code4999. Unless the Company and Employee Executive otherwise agree in writing, any the determination of Executive’s excise tax liability and the amount required to be paid under this Section 5 will 23 shall be made in writing by a national “Big Four” accounting nationally recognized certified professional services firm selected by the Company Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 523, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Employee Executive shall furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 23. The Company shall bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 523. Any reduction in payments and/or benefits required by this Section 5 23 shall occur in the following order: (Ai) reduction of cash payments shall be reduced first and payments; (ii) cancellation of awards granted “contingent on a change in reverse chronological order such that ownership or control” (within the cash payment owed on the latest date following the occurrence meaning of Code Section 280G); (iii) cancellation of accelerated vesting of equity awards; or (iv) reduction of employee benefits. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity award compensation is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall will be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock of Executive’s equity awards. If two or more equity compensation awards (i.e.are granted on the same date, the vesting of the most recently granted stock awards will each award shall be reduced first), with fullon a pro-value awards reversed before any stock option or stock appreciation rights are reducedrata basis.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 5 will be made in writing by a national “Big Four” accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (2) reduction of other benefits paid to Employee. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedEmployee’s equity awards.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: : (i) delivered in full, or or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 5 will be made in writing by a national “Big Four” accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee Executive (a) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 5 4 will be made in writing by a national “Big Four” accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 54. Any reduction in payments and/or benefits required by this Section 5 4 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (2) reduction of other benefits paid to Executive. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedExecutive’s equity awards.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement Agreement or otherwise payable to Employee Executive (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended amended, (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: : (i) delivered in full, or or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee Executive otherwise agree in writing, any determination required under this Section 5 6 will be made in writing by a national “Big Four” an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 56, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 56. Any reduction in payments and/or benefits required by this Section 5 6 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) deferred compensation amounts subject to Section 409A shall be reduced last.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any the determination of Employee’s excise tax liability and the amount required to be paid under this Section 5 will 6 shall be made in writing by a national “Big Four” accounting firm selected the Company’s independent auditors who are primarily used by the Company or such other person or entity immediately prior to which the parties mutually agree Change of Control (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 56, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 6. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 56. Any reduction in payments and/or benefits required by this Section 5 shall 6 will occur in the following order: (Ai) reduction of cash payments shall be reduced first payments; (ii) reduction of vesting acceleration of equity awards; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (iii) reduction of other benefits paid or provided to Employee. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall will be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock Employee’s equity awards. If two or more equity awards (i.e.are granted on the same date, the vesting of the most recently granted stock awards each award will be reduced first), with fullon a pro-value awards reversed before any stock option or stock appreciation rights are reducedrata basis.

Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee Executive (a) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either beeither: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by EmployeeExecutive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee Executive otherwise agree in writing, any determination required under this Section 5 4 will be made in writing by a national “Big Four” an accounting firm or other tax expert selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 54. Any reduction in payments and/or benefits required by this Section 5 4 shall occur in the following order: (A1) reduction of cash payments shall be reduced first payments; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence (2) reduction of other benefits paid to Executive. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of equity awards is to be reduced; and (B) accelerated , such acceleration of vesting of stock awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reducedExecutive’s equity awards.