Common use of Golden Parachute Excise Taxes Clause in Contracts

Golden Parachute Excise Taxes. (a) If all or any portion of the Total Severance Benefits payable under this Agreement as determined without regard to any additional payments required under this Section 14 (a "Payment"), would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment ("Gross-Up Payment") from the Company in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. (b) Subject to subsection (c) of this Section 14, all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of any Gross-Up Payment, and the assumptions to be used in arriving at such determination, shall be made by the Accounting Firm, which shall be retained to provide detailed supporting calculations to the Parties within 20 Business Days of the Accounting Firm's receipt of written notice from the Company or the Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Each determination by the Accounting Firm shall be binding upon the Parties. Any Gross-Up Payment determined to be due to the Executive shall be paid by the Company within five Business Days of the Company's receipt of the Accounting Firm's determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments not made by the Company should have been made consistent with the calculations required to be made under this Section 14 ("Underpayment"). If the Company exhausts its remedies under subsection (c) of this Section 14 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall Notify the Company of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. That Notice shall be given as soon as practicable, but no later than 20 Business Days after the Executive is informed in writing of such claim, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid or appealed. The Executive shall not pay any amount required by such claim before the expiration of the 30-day period following the date on which he gives such Notice (or such shorter period ending on the date that any payment of taxes is due with respect to such claim). If the Company Notifies the Executive before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including accepting representation with respect to such claim by counsel or accountants (or both) selected by the Company and reasonably acceptable to the Executive; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this subsection (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, direct the Executive either to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, and in one or more appellate courts, as the Company shall determine. If the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Further, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable under this Section 14, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the Executive's receipt of an amount advanced by the Company under subsection (c) above, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of subsection (c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company under subsection (c) above, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund within 30 days after such determination, then such advance shall be forgiven and not be required to be repaid and, in such event, the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. For purposes of calculating any income taxes attributable to the Payment, Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Payment and Executive are subject. An example of the calculation of the Gross-Up Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and Executive is not subject to state income taxes. Further assume that Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are due. The amount of the required Gross-Up Payment is thus computed to be $100,000, i.e., the Payment of $100,000, less additional Excise Taxes on the Payment of $20,000 (i.e., 20% x $100,000) and less income taxes on the Payment of $40,000 (i.e., 40% x $100,000), yields the net of $40,000, which is the amount of the Excise Taxes owed by Executive in respect of the original excess parachute payment. Executive agrees to reasonably cooperate with the Company to minimize the amount of the excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive that are "contingent on a change", as described in Section 280G(b)(2)(A) of the Code, are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change. Notwithstanding the foregoing, Executive shall not be required to take any action which his attorney or tax advisor advises him in writing (i) is improper or (ii) exposes Executive to personal liability. Executive may require the Company to deliver to Executive an indemnification agreement, in form and substance reasonably satisfactory to him, as a condition to taking any action required by this paragraph. The Company shall make any Gross-Up Payment required to be made under this Section 14 in a cash lump sum after the date on which Executive received or is deemed to have received any such excess parachute payment subject to Excise Tax. Any Gross-Up Payment which is not paid within 10 Business Days of receipt by the Company of Executive's written demand therefor shall thereafter be deemed delinquent, and the Company shall pay to Executive immediately upon demand interest at the rate of 10% per annum from the date such Payment becomes delinquent to the date of payment of such delinquent sum with interest. In the event that there is any change to the Code which results in the recodification of Section 280G or Section 4999 of the Code, or in the event that either such section of the Code is amended, replaced or supplemented by other provisions of the Code of similar import ("Successor Provisions"), then this Agreement shall be applied and enforced with respect to such new Code provisions in a manner consistent with the intent of the parties as expressed herein, which is to assure that Employee is in the same after-tax position and has received the same benefits that he would have been in and received if any taxes imposed by Section 4999 (or any Successor Provisions) had not been imposed. If the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Taxes are payable by Executive, the Accounting Firm shall furnish Executive with a written opinion that failure to disclose or report the Excise Taxes on Executive's federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or any other penalty. The Company shall indemnify and hold harmless the Executive, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities ("Losses") incurred by Executive with respect to the exercise by the Company of any of its rights under this Section 14, including, without limitation, any Losses related to the Company's decision to contest a claim of any imputed income to Executive. Any payments owing to Executive under this Section 14 and not made within 10 Business Days of delivery to the Company of evidence of Executive's entitlement thereto shall be paid to Executive together with interest computed at the rate of 10% per annum to the date of payment of such delinquent sum with interest.

Golden Parachute Excise Taxes. In the event that the benefits provided for in this Agreement or otherwise payable to Executive (ai) If all or any portion constitute “parachute payments” within the meaning of Section 280G of the Total Severance Benefits payable under this Agreement as determined without regard to any additional payments required under Code and (ii) but for this Section 14 (a "Payment")6, would be subject to the Excise Taxexcise tax imposed by Section 4999 of the Code, then the Executive Executive’s benefits under Section 4 and Section 5 respectively shall be entitled to receive an additional payment either: ("Gross-Up Payment"a) from the Company delivered in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes)full, including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.or (b) Subject delivered as to subsection (c) such lesser extent which would result in no portion of this Section 14, all determinations required such benefits being subject to be made excise tax under this Section 14, including whether and when a Gross-Up Payment is required, the amount of any Gross-Up Payment, and the assumptions to be used in arriving at such determination, shall be made by the Accounting Firm, which shall be retained to provide detailed supporting calculations to the Parties within 20 Business Days of the Accounting Firm's receipt of written notice from the Company or the Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Each determination by the Accounting Firm shall be binding upon the Parties. Any Gross-Up Payment determined to be due to the Executive shall be paid by the Company within five Business Days of the Company's receipt of the Accounting Firm's determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time Code, whichever of the initial determination by foregoing amounts, taking into account the Accounting Firmapplicable federal, it is possible that Gross-Up Payments not made by the Company should have been made consistent with the calculations required to be made under this Section 14 ("Underpayment"). If the Company exhausts its remedies under subsection (c) of this Section 14 state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall Notify the Company of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. That Notice shall be given as soon as practicable, but no later than 20 Business Days after the Executive is informed in writing of such claim, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid or appealed. The Executive shall not pay any amount required by such claim before the expiration of the 30-day period following the date on which he gives such Notice (or such shorter period ending on the date that any payment of taxes is due with respect to such claim). If the Company Notifies the Executive before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including accepting representation with respect to such claim by counsel or accountants (or both) selected by the Company and reasonably acceptable to the Executive; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive, on an after-tax basis, for any Excise Tax of the greatest amount of benefits, notwithstanding that all or income tax (including interest and penalties with respect thereto) imposed as a result some portion of such representation benefits may be taxable under Section 4999 of the Code. If a reduction in severance and payment of costs and expenses. Without limiting the foregoing provisions of this subsection (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, direct the Executive either to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest other benefits constituting “parachute payments” is necessary so that benefits are delivered to a determination before any administrative tribunallesser extent, in a court of initial jurisdiction, and in one or more appellate courts, as the Company reduction shall determine. If the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Further, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable under this Section 14, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the Executive's receipt of an amount advanced by the Company under subsection (c) above, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of subsection (c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company under subsection (c) above, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund within 30 days after such determination, then such advance shall be forgiven and not be required to be repaid and, in such event, the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. For purposes of calculating any income taxes attributable to the Payment, Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Payment and Executive are subject. An example of the calculation of the Gross-Up Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and Executive is not subject to state income taxes. Further assume that Executive has received an excess parachute payment occur in the amount following order:: reduction of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are due. The amount cash payments; cancellation of the required Gross-Up Payment is thus computed to be $100,000, i.e., the Payment of $100,000, less additional Excise Taxes on the Payment of $20,000 (i.e., 20% x $100,000) and less income taxes on the Payment of $40,000 (i.e., 40% x $100,000), yields the net of $40,000, which is the amount of the Excise Taxes owed by Executive in respect of the original excess parachute payment. Executive agrees to reasonably cooperate with the Company to minimize the amount of the excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive that are "awards granted “contingent on a change", as described change in ownership or control” (within the meaning of Code Section 280G(b)(2)(A) 280G); cancellation of the Code, are reasonable compensation for personal services actually rendered by Executive before the date accelerated vesting of such change or to be rendered by Executive on or after the date equity awards; reduction of such change. Notwithstanding the foregoing, Executive shall not be required to take any action which his attorney or tax advisor advises him in writing (i) is improper or (ii) exposes Executive to personal liability. Executive may require the Company to deliver to Executive an indemnification agreement, in form and substance reasonably satisfactory to him, as a condition to taking any action required by this paragraph. The Company shall make any Gross-Up Payment required to be made under this Section 14 in a cash lump sum after the date on which Executive received or is deemed to have received any such excess parachute payment subject to Excise Tax. Any Gross-Up Payment which is not paid within 10 Business Days of receipt by the Company of Executive's written demand therefor shall thereafter be deemed delinquent, and the Company shall pay to Executive immediately upon demand interest at the rate of 10% per annum from the date such Payment becomes delinquent to the date of payment of such delinquent sum with interestemployee benefits. In the event that there acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. Unless the Company and Executive otherwise agree in writing, any change determination required under this Section 6 shall be made in writing by the Company’s independent auditors who are primarily used by the Company immediately prior to the Code which results in Change of Control (the recodification “Accountants”). For purposes of making the calculations required by this Section 6, 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 or Section and 4999 of the Code, or in the event that either such section of the Code is amended, replaced or supplemented by other provisions of the Code of similar import ("Successor Provisions"), then this Agreement shall be applied . The Company and enforced with respect to such new Code provisions in a manner consistent with the intent of the parties as expressed herein, which is to assure that Employee is in the same after-tax position and has received the same benefits that he would have been in and received if any taxes imposed by Section 4999 (or any Successor Provisions) had not been imposed. If the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Taxes are payable by Executive, the Accounting Firm Executive shall furnish Executive with to the Accountants such information and documents as the Accountants may reasonably request in order to make a written opinion that failure to disclose or report the Excise Taxes on Executive's federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or any other penaltydetermination under this Section. The Company shall indemnify and hold harmless bear all costs the Executive, on an after-tax basis, from Accountants may reasonably incur in connection with any costs, expenses, penalties, fines, interest or other liabilities ("Losses") incurred calculations contemplated by Executive with respect to the exercise by the Company of any of its rights under this Section 14, including, without limitation, any Losses related to the Company's decision to contest a claim of any imputed income to Executive. Any payments owing to Executive under this Section 14 and not made within 10 Business Days of delivery to the Company of evidence of Executive's entitlement thereto shall be paid to Executive together with interest computed at the rate of 10% per annum to the date of payment of such delinquent sum with interest6.

Golden Parachute Excise Taxes. In the event that the benefits provided for in this Agreement or otherwise constitute “parachute payments” within the meaning of Section 280G of the Code would be subject to the excise tax imposed by Section 4999 of the Code (athe “Excise Tax”), and the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is less than the product obtained by multiplying 3.59 by Executive’s “base amount” within the meaning of Code Section 280G(b)(3), then such benefits shall be reduced to the extent necessary (but only to that extent) If all or any so that no portion of such benefits will be subject to the Total Severance Benefits payable under Excise Tax. Alternatively, in the event that the benefits provided for in this Agreement as determined without regard to any additional payments required under this or otherwise constitute “parachute payments” within the meaning of Section 14 (a "Payment")280G of the Code, would be subject to the Excise Tax, and the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is equal to or greater than the product obtained by multiplying 3.59 by Executive’s “base amount” within the meaning of Code Section 280G(b)(3), then the Executive shall be entitled receive (i) a payment from the Company sufficient to receive pay such Excise Tax, plus (ii) an additional payment from the Company sufficient to pay the Excise Tax and federal and state income and employment taxes arising from the payments made by the Company to Executive pursuant to this sentence ("together, the “Excise Tax Gross-Up Payment") from the Company in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes”), including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. (b) Subject to subsection (c) of this Section 14, all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of any Gross-Up Payment, and the assumptions to be used in arriving at such determination, shall be made by the Accounting Firm, which shall be retained to provide detailed supporting calculations to the Parties within 20 Business Days of the Accounting Firm's receipt of written notice from the Company or the Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Each determination by the Accounting Firm shall be binding upon the Parties. Any Gross-Up Payment determined to be due to the Executive shall be paid by the Company within five Business Days of the Company's receipt of the Accounting Firm's determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments not made by the Company should have been made consistent with the calculations required to be made under this Section 14 ("Underpayment"). If the Company exhausts its remedies under subsection (c) of this Section 14 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall Notify the Company of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. That Notice shall be given as soon as practicable, but no later than 20 Business Days after the Executive is informed in writing of such claim, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid or appealed. The Executive shall not pay any amount required by such claim before the expiration of the 30-day period following the date on which he gives such Notice (or such shorter period ending on the date that any payment of taxes is due with respect to such claim). If the Company Notifies the Executive before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including accepting representation with respect to such claim by counsel or accountants (or both) selected by the Company and reasonably acceptable to the Executive; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this subsection (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, direct the Executive either to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, and in one or more appellate courts, as the Company shall determine. If the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Further, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would shall be payable under this Section 14capped at a maximum of one million dollars ($1,000,000). Executive shall receive such payments no later than the end of Executive’s taxable year following the taxable year in which Executive remitted the applicable taxes. Unless the Company and Executive otherwise agree in writing, the determination of Executive’s excise tax liability and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the Executive's receipt of an amount advanced by the Company under subsection (c) above, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of subsection (c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company under subsection (c) above, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund within 30 days after such determination, then such advance shall be forgiven and not be required to be repaid and, paid under this section shall be made in such event, writing by a “Big Four” national accounting firm (the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid“Accountants”). For purposes of calculating any income taxes attributable to making the Paymentcalculations required by this section, Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes Accountants may make reasonable assumptions and other generally approximations concerning applicable taxes which have and may rely on reasonable, good faith interpretations concerning the effect application of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Payment Sections 280G and Executive are subject. An example of the calculation of the Gross-Up Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and Executive is not subject to state income taxes. Further assume that Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are due. The amount of the required Gross-Up Payment is thus computed to be $100,000, i.e., the Payment of $100,000, less additional Excise Taxes on the Payment of $20,000 (i.e., 20% x $100,000) and less income taxes on the Payment of $40,000 (i.e., 40% x $100,000), yields the net of $40,000, which is the amount of the Excise Taxes owed by Executive in respect of the original excess parachute payment. Executive agrees to reasonably cooperate with the Company to minimize the amount of the excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive that are "contingent on a change", as described in Section 280G(b)(2)(A) 4999 of the Code, are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change. Notwithstanding the foregoing, The Company and Executive shall not be required furnish to take any action which his attorney or tax advisor advises him the Accountants such information and documents as the Accountants may reasonably request in writing (i) is improper or (ii) exposes Executive order to personal liability. Executive may require the Company to deliver to Executive an indemnification agreement, in form and substance reasonably satisfactory to him, as make a condition to taking any action required by determination under this paragraphsection. The Company shall make bear all costs the Accountants may reasonably incur in connection with any Gross-Up Payment required to be made under calculations contemplated by this Section 14 in a cash lump sum after the date on which Executive received or is deemed to have received any such excess parachute payment subject to Excise Tax. Any Gross-Up Payment which is not paid within 10 Business Days of receipt by the Company of Executive's written demand therefor shall thereafter be deemed delinquent, and the Company shall pay to Executive immediately upon demand interest at the rate of 10% per annum from the date such Payment becomes delinquent to the date of payment of such delinquent sum with interest. In the event that there is any change to the Code which results in the recodification of Section 280G or Section 4999 of the Code, or in the event that either such section of the Code is amended, replaced or supplemented by other provisions of the Code of similar import ("Successor Provisions"), then this Agreement shall be applied and enforced with respect to such new Code provisions in a manner consistent with the intent of the parties as expressed herein, which is to assure that Employee is in the same after-tax position and has received the same benefits that he would have been in and received if any taxes imposed by Section 4999 (or any Successor Provisions) had not been imposed. If the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Taxes are payable by Executive, the Accounting Firm shall furnish Executive with a written opinion that failure to disclose or report the Excise Taxes on Executive's federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or any other penalty. The Company shall indemnify and hold harmless the Executive, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities ("Losses") incurred by Executive with respect to the exercise by the Company of any of its rights under this Section 14, including, without limitation, any Losses related to the Company's decision to contest a claim of any imputed income to Executive. Any payments owing to Executive under this Section 14 and not made within 10 Business Days of delivery to the Company of evidence of Executive's entitlement thereto shall be paid to Executive together with interest computed at the rate of 10% per annum to the date of payment of such delinquent sum with interestsection.

Golden Parachute Excise Taxes. In the event that the benefits provided for in this Agreement or otherwise constitute “parachute payments” within the meaning of Section 280G of the Code would be subject to the excise tax imposed by Section 4999 of the Code (athe “Excise Tax”), and the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is less than the product obtained by multiplying 3.59 by Executive’s “base amount” within the meaning of Code Section 280G(b)(3), then such benefits shall be reduced to the extent necessary (but only to that extent) If all or any so that no portion of such benefits will be subject to the Total Severance Benefits payable under Excise Tax. Alternatively, in the event that the benefits provided for in this Agreement as determined without regard to any additional payments required under this or otherwise constitute “parachute payments” within the meaning of Section 14 (a "Payment")280G of the Code, would be subject to the Excise Tax, and the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is equal to or greater than the product obtained by multiplying 3.59 by Executive’s “base amount” within the meaning of Code Section 280G(b)(3), then the Executive shall be entitled receive (i) a payment from the Company sufficient to receive pay such Excise Tax, plus (ii) an additional payment from the Company sufficient to pay the Excise Tax and federal and state income and employment taxes arising from the payments made by the Company to Executive pursuant to this sentence ("together, the “Excise Tax Gross-Up Payment") from the Company in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes”), including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. (b) Subject to subsection (c) of this Section 14, all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of any Gross-Up Payment, and the assumptions to be used in arriving at such determination, shall be made by the Accounting Firm, which shall be retained to provide detailed supporting calculations to the Parties within 20 Business Days of the Accounting Firm's receipt of written notice from the Company or the Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Each determination by the Accounting Firm shall be binding upon the Parties. Any Gross-Up Payment determined to be due to the Executive shall be paid by the Company within five Business Days of the Company's receipt of the Accounting Firm's determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments not made by the Company should have been made consistent with the calculations required to be made under this Section 14 ("Underpayment"). If the Company exhausts its remedies under subsection (c) of this Section 14 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall Notify the Company of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. That Notice shall be given as soon as practicable, but no later than 20 Business Days after the Executive is informed in writing of such claim, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid or appealed. The Executive shall not pay any amount required by such claim before the expiration of the 30-day period following the date on which he gives such Notice (or such shorter period ending on the date that any payment of taxes is due with respect to such claim). If the Company Notifies the Executive before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including accepting representation with respect to such claim by counsel or accountants (or both) selected by the Company and reasonably acceptable to the Executive; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this subsection (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, direct the Executive either to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, and in one or more appellate courts, as the Company shall determine. If the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Further, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would shall be payable under this Section 14capped at a maximum of one million dollars ($1,000,000). The Executive shall receive such payments no later than the end of the Executive’s taxable year following the taxable year in which the Executive remitted the applicable taxes. Unless the Company and Executive otherwise agree in writing, the determination of Executive’s excise tax liability and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the Executive's receipt of an amount advanced by the Company under subsection (c) above, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of subsection (c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company under subsection (c) above, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund within 30 days after such determination, then such advance shall be forgiven and not be required to be repaid and, in such event, the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. For purposes of calculating any income taxes attributable to the Payment, Executive paid under this section shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Payment and Executive are subject. An example of the calculation of the Gross-Up Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and Executive is not subject to state income taxes. Further assume that Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are due. The amount of the required Gross-Up Payment is thus computed to be $100,000, i.e., the Payment of $100,000, less additional Excise Taxes on the Payment of $20,000 (i.e., 20% x $100,000) and less income taxes on the Payment of $40,000 (i.e., 40% x $100,000), yields the net of $40,000, which is the amount of the Excise Taxes owed by Executive in respect of the original excess parachute payment. Executive agrees to reasonably cooperate with the Company to minimize the amount of the excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive that are "contingent on a change", as described in Section 280G(b)(2)(A) of the Code, are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change. Notwithstanding the foregoing, Executive shall not be required to take any action which his attorney or tax advisor advises him made in writing by a “Big Four” national accounting firm (i) is improper or (ii) exposes Executive to personal liabilitythe “Accountants”). Executive may require the Company to deliver to Executive an indemnification agreement, Any reduction in form and substance reasonably satisfactory to him, as a condition to taking any action payments and/or benefits required by this paragraph. The Company section shall make any Gross-Up Payment required to be made under this Section 14 occur in a the following order: (1) reduction of cash lump sum after the date on which Executive received payments; (2) reduction in vesting acceleration of equity awards; and (3) reduction of other benefits paid or is deemed to have received any such excess parachute payment subject to Excise Tax. Any Gross-Up Payment which is not paid within 10 Business Days of receipt by the Company of Executive's written demand therefor shall thereafter be deemed delinquent, and the Company shall pay to Executive immediately upon demand interest at the rate of 10% per annum from the date such Payment becomes delinquent provided to the date of payment of such delinquent sum with interestExecutive. In the event that there acceleration of vesting of equity awards is any change to the Code which results be reduced, such acceleration of vesting shall be cancelled in the recodification reverse order of Section the date of grant for the Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G or Section and 4999 of the Code, or in the event that either such section of the Code is amended, replaced or supplemented by other provisions of the Code of similar import ("Successor Provisions"), then this Agreement shall be applied . The Company and enforced with respect to such new Code provisions in a manner consistent with the intent of the parties as expressed herein, which is to assure that Employee is in the same after-tax position and has received the same benefits that he would have been in and received if any taxes imposed by Section 4999 (or any Successor Provisions) had not been imposed. If the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Taxes are payable by Executive, the Accounting Firm Executive shall furnish Executive with to the Accountants such information and documents as the Accountants may reasonably request in order to make a written opinion that failure to disclose or report the Excise Taxes on Executive's federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or any other penaltydetermination under this section. The Company shall indemnify and hold harmless bear all costs the Executive, on an after-tax basis, from Accountants may reasonably incur in connection with any costs, expenses, penalties, fines, interest or other liabilities ("Losses") incurred calculations contemplated by Executive with respect to the exercise by the Company of any of its rights under this Section 14, including, without limitation, any Losses related to the Company's decision to contest a claim of any imputed income to Executive. Any payments owing to Executive under this Section 14 and not made within 10 Business Days of delivery to the Company of evidence of Executive's entitlement thereto shall be paid to Executive together with interest computed at the rate of 10% per annum to the date of payment of such delinquent sum with interestsection.

Golden Parachute Excise Taxes. In the event that the benefits provided for in this Agreement or otherwise constitute “parachute payments” within the meaning of Section 280G of the Code would be subject to the excise tax imposed by Section 4999 of the Code (athe “Excise Tax”), and the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is less than the product obtained by multiplying 3.59 by Executive’s “base amount” within the meaning of Code Section 280G(b)(3), then such benefits shall be reduced to the extent necessary (but only to that extent) If all or any so that no portion of such benefits will be subject to the Total Severance Benefits payable under Excise Tax. Alternatively, in the event that the benefits provided for in this Agreement as determined without regard to any additional payments required under this or otherwise constitute “parachute payments” within the meaning of Section 14 (a "Payment")280G of the Code, would be subject to the Excise Tax, and the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is equal to or greater than the product obtained by multiplying 3.59 by Executive’s “base amount” within the meaning of Code Section 280G(b)(3), then the Executive shall be entitled receive (i) a payment from the Company sufficient to receive pay such Excise Tax, plus (ii) an additional payment from the Company sufficient to pay the Excise Tax and federal and state income and employment taxes arising from the payments made by the Company to Executive pursuant to this sentence ("together, the “Excise Tax Gross-Up Payment") from the Company in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes”), including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. (b) Subject to subsection (c) of this Section 14, all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of any Gross-Up Payment, and the assumptions to be used in arriving at such determination, shall be made by the Accounting Firm, which shall be retained to provide detailed supporting calculations to the Parties within 20 Business Days of the Accounting Firm's receipt of written notice from the Company or the Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Each determination by the Accounting Firm shall be binding upon the Parties. Any Gross-Up Payment determined to be due to the Executive shall be paid by the Company within five Business Days of the Company's receipt of the Accounting Firm's determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments not made by the Company should have been made consistent with the calculations required to be made under this Section 14 ("Underpayment"). If the Company exhausts its remedies under subsection (c) of this Section 14 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall Notify the Company of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. That Notice shall be given as soon as practicable, but no later than 20 Business Days after the Executive is informed in writing of such claim, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid or appealed. The Executive shall not pay any amount required by such claim before the expiration of the 30-day period following the date on which he gives such Notice (or such shorter period ending on the date that any payment of taxes is due with respect to such claim). If the Company Notifies the Executive before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including accepting representation with respect to such claim by counsel or accountants (or both) selected by the Company and reasonably acceptable to the Executive; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this subsection (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, direct the Executive either to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, and in one or more appellate courts, as the Company shall determine. If the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Further, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would shall be payable under this Section 14capped at a maximum of one million dollars ($1,000,000). The Executive shall receive such payments no later than the end of the Executive’s taxable year following the taxable year in which the Executive remitted the applicable taxes. Unless the Company and Executive otherwise agree in writing, the determination of Executive’s excise tax liability and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the Executive's receipt of an amount advanced by the Company under subsection (c) above, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of subsection (c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company under subsection (c) above, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund within 30 days after such determination, then such advance shall be forgiven and not be required to be repaid and, paid under this section shall be made in such event, writing by a “Big Four” national accounting firm (the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid“Accountants”). For purposes of calculating any income taxes attributable to making the Paymentcalculations required by this section, Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes Accountants may make reasonable assumptions and other generally approximations concerning applicable taxes which have and may rely on reasonable, good faith interpretations concerning the effect application of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Payment Sections 280G and Executive are subject. An example of the calculation of the Gross-Up Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and Executive is not subject to state income taxes. Further assume that Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are due. The amount of the required Gross-Up Payment is thus computed to be $100,000, i.e., the Payment of $100,000, less additional Excise Taxes on the Payment of $20,000 (i.e., 20% x $100,000) and less income taxes on the Payment of $40,000 (i.e., 40% x $100,000), yields the net of $40,000, which is the amount of the Excise Taxes owed by Executive in respect of the original excess parachute payment. Executive agrees to reasonably cooperate with the Company to minimize the amount of the excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive that are "contingent on a change", as described in Section 280G(b)(2)(A) 4999 of the Code, are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change. Notwithstanding the foregoing, The Company and Executive shall not be required furnish to take any action which his attorney or tax advisor advises him the Accountants such information and documents as the Accountants may reasonably request in writing (i) is improper or (ii) exposes Executive order to personal liability. Executive may require the Company to deliver to Executive an indemnification agreement, in form and substance reasonably satisfactory to him, as make a condition to taking any action required by determination under this paragraphsection. The Company shall make bear all costs the Accountants may reasonably incur in connection with any Gross-Up Payment required to be made under calculations contemplated by this Section 14 in a cash lump sum after the date on which Executive received or is deemed to have received any such excess parachute payment subject to Excise Tax. Any Gross-Up Payment which is not paid within 10 Business Days of receipt by the Company of Executive's written demand therefor shall thereafter be deemed delinquent, and the Company shall pay to Executive immediately upon demand interest at the rate of 10% per annum from the date such Payment becomes delinquent to the date of payment of such delinquent sum with interest. In the event that there is any change to the Code which results in the recodification of Section 280G or Section 4999 of the Code, or in the event that either such section of the Code is amended, replaced or supplemented by other provisions of the Code of similar import ("Successor Provisions"), then this Agreement shall be applied and enforced with respect to such new Code provisions in a manner consistent with the intent of the parties as expressed herein, which is to assure that Employee is in the same after-tax position and has received the same benefits that he would have been in and received if any taxes imposed by Section 4999 (or any Successor Provisions) had not been imposed. If the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Taxes are payable by Executive, the Accounting Firm shall furnish Executive with a written opinion that failure to disclose or report the Excise Taxes on Executive's federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or any other penalty. The Company shall indemnify and hold harmless the Executive, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities ("Losses") incurred by Executive with respect to the exercise by the Company of any of its rights under this Section 14, including, without limitation, any Losses related to the Company's decision to contest a claim of any imputed income to Executive. Any payments owing to Executive under this Section 14 and not made within 10 Business Days of delivery to the Company of evidence of Executive's entitlement thereto shall be paid to Executive together with interest computed at the rate of 10% per annum to the date of payment of such delinquent sum with interestsection.