Common use of Golden Parachute Gross-Up Clause in Contracts

Golden Parachute Gross-Up. If, in the written opinion of a nationally recognized accounting firm, selected by the Company and reasonably acceptable to the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service ("IRS"), the aggregate of the benefit payments and provisions under this Agreement and any other arrangement between the Executive and Parent or the Company (the "Payments") would cause the payment or provision of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Code, then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the Payments, (ii) federal, state or local income tax on the Gross-Up Payment, (iii) excise tax on the Gross-Up Payment and (iv) any penalty and interest related to the Payments, to be equal to the aggregate remuneration the Executive would have received, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten days after the termination of Executive's employment or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment"; PROVIDED, HOWEVER, that if the amount of the Gross-Up Payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event after the earlier of (i) the date any related withholding taxes are due or (ii) the thirtieth day after the date of termination or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment." The Company agrees to reimburse the Executive for reasonable fees and expenses (including reasonable attorneys and accountants fees and expenses) in connection with any audit or assessment by the IRS if a claim ("Claim") arises out of, or results from the treatment or characterization by the IRS of any Payments made by Parent or the Company and for the cost of preparing the Executive's income tax returns for the year in which any Payment by Parent or the Company may be characterized as an excess parachute payment. The Executive shall notify the Company in writing of any such Claim as soon as practicable, but in no event later than ten business days after the Executive is informed of such Claim and shall cooperate with the Company in good faith to effectively contest the Claim. The Company shall, at its expense, control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim and the Executive agrees to cooperate in the prosecution of such contest in such manner as the Company shall reasonably determine, subject to the Company's obligations hereunder; PROVIDED, HOWEVER, that no final resolution of such claim may be made by the Company without the Executive's consent if such resolution could adversely affect the Executive. Notwithstanding the foregoing, if the Company forgoes further prosecution of such contest, the Executive may elect to continue such prosecution and the Company shall cooperate with the Executive and shall be liable for the fees and expenses in connection with such further prosecution.

Golden Parachute Gross-Up. If, in the written opinion of a nationally recognized accounting firm, selected by the Company and reasonably acceptable to the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service ("IRS"), the a) If my aggregate of the benefit payments and provisions benefits under this Agreement and any all other arrangement between contracts, arrangements, or programs exceed the Executive and Parent or the Company (the "Payments") would cause the payment or provision of one or more of such benefits maximum amount that may be paid to constitute an "excess me without triggering golden parachute payment" as defined in penalties under Section 280G(b) of the Code, then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the Payments, (ii) federal, state or local income tax on the Gross-Up Payment, (iii) excise tax on the Gross-Up Payment and (iv) any penalty and interest related to the Payments, to be equal to the aggregate remuneration the Executive would have received, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 related provisions of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten days after the termination of Executive's employment or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment"; PROVIDEDInternal Revenue Code, HOWEVER, that if the amount of the Gross-Up Payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company's independent auditors, I will receive a gross-up payment. The gross-up amount will be an amount that, after payment by me of all income, payroll, and excise taxes on the gross-up payment, equals the excise taxes I must pay under Internal Revenue Code Section 4999. (b) All determinations needed to apply this section shall be made in good faith by the Company's independent auditors. The independent auditors will assume that I pay federal, state, and local income taxes at the highest marginal tax rate in the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes that could be obtained from deduction of those state and local taxes. (c) If my gross-up payment turns out to have been insufficient (for example, because I receive payments that were not expected when the gross-up payment was calculated), the Company will pay me an additional gross-up payment that, on an after tax basis, is sufficient to cover both the extra Internal Revenue Code Section 4999 excise taxes I owe and any interest, penalties, or additions I must pay because of such payments the miscalculation of my excise tax liability. If I receive a gross-up payment that turns out to have been excessive, I must pay the Company the excise tax included in the gross-up that I did not, in fact, have to pay, the federal, state and local income and payroll tax gross-up I received with respect to that excise tax amount (together to the extent that I am allowed a federal, state, or local income tax deduction with respect to the repayment), and interest on the amount I must repay at the rate provided in section Internal Revenue Code Section 1274(b)(2)(B). (d) of the Code) as soon as the amount thereof can be determined but in no event after the earlier of (i) the date any related withholding taxes are due or (ii) the thirtieth day after the date of termination or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment." The Company agrees to reimburse the Executive for reasonable fees and expenses (including reasonable attorneys and accountants fees and expenses) in connection with any audit or assessment by the IRS if a claim ("Claim") arises out of, or results from the treatment or characterization by the IRS of any Payments made by Parent or the Company and for the cost of preparing the Executive's income tax returns for the year in which any Payment by Parent or the Company may be characterized as an excess parachute payment. The Executive shall notify the Company in writing of any such Claim as soon as practicable, but in no event later than ten business days after the Executive is informed of such Claim and shall cooperate with the Company in good faith to effectively contest the Claim. The Company shall, at its expense, control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim and the Executive agrees to cooperate in the prosecution of such contest in such manner as the Company shall reasonably determine, subject to the Company's obligations hereunder; PROVIDED, HOWEVER, that no final resolution of such claim may be made by the Company without the Executive's consent if such resolution could adversely affect the Executive. Notwithstanding the foregoing, if the Company forgoes further prosecution of such contest, the Executive may elect to continue such prosecution I and the Company shall agree to cooperate with each other to resolve any administrative or judicial proceedings concerning the Executive and shall be liable for the fees and expenses in connection existence or amount of golden parachute penalties with such further prosecutionrespect to payments or benefits I receive.

Golden Parachute Gross-Up. If, in the written opinion of a nationally recognized accounting firm, selected by the Company and reasonably acceptable to the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service ("IRS"), the aggregate of the benefit payments and provisions under this Agreement and any other arrangement between the Executive and Parent or the Company (the "Payments") would cause the payment or provision of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b28OG(b) of the Code, then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the Payments, (ii) federal, state or local income tax on the Gross-Up Payment, (iii) excise tax on the Gross-Up Payment and (iv) any penalty and interest related to the Payments, to be equal to the aggregate remuneration the Executive would have received, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G 28OG and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten days after the termination of Executive's employment or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment"; PROVIDED, HOWEVER, that if the amount of the Gross-Up Payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event after the earlier of (i) the date any related withholding taxes are due or (ii) the thirtieth day after the date of termination or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment." The Company agrees to reimburse the Executive for reasonable fees and expenses (including reasonable attorneys and accountants fees and expenses) in connection with any audit or assessment by the IRS if a claim ("Claim") arises out of, or results from the treatment or characterization by the IRS of any Payments made by Parent or the Company and for the cost of preparing the Executive's income tax returns for the year in which any Payment by Parent or the Company may be characterized as an excess parachute payment. The Executive shall notify the Company in writing of any such Claim as soon as practicable, but in no event later than ten business days after the Executive is informed of such Claim and shall cooperate with the Company in good faith to effectively contest the Claim. The Company shall, at its expense, control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim and the Executive agrees to cooperate in the prosecution of such contest in such manner as the Company shall reasonably determine, subject to the Company's obligations hereunder; PROVIDED, HOWEVER, that no final resolution of such claim may be made by the Company without the Executive's consent if such resolution could adversely affect the Executive. Notwithstanding the foregoing, if the Company forgoes further prosecution of such contest, the Executive may elect to continue such prosecution and the Company shall cooperate with the Executive and shall be liable for the fees and expenses in connection with such further prosecution.

Golden Parachute Gross-Up. If, in the written opinion of a nationally recognized accounting firm, selected by the Company and reasonably acceptable to the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service ("IRS"), the aggregate of the benefit payments and provisions under this Agreement and any other arrangement between the Executive and Parent or the Company (the "Payments") would cause the payment or provision of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b28OG(b) of the Code, then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the Payments, (ii) federal, state or local income tax on the Gross-Up Payment, (iii) excise tax on the Gross-Up Payment and (iv) any penalty and interest related to the Payments, to be equal to the aggregate remuneration the Executive would have received, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G 28OG and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten days after the termination of Executive's employment or the date on which any Payment is made that is reasonably likely Rely to constitute an "excess parachute payment"; PROVIDED, HOWEVER, that if the amount of the Gross-Gross- Up Payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event after the earlier of (i) the date any related withholding taxes are due or (ii) the thirtieth day after the date of termination or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment." The Company agrees to reimburse the Executive for reasonable fees and expenses (including reasonable attorneys and accountants fees and expenses) in connection with any audit or assessment by the IRS if a claim ("Claim") arises out of, or results from the treatment or characterization by the IRS of any Payments made by Parent or the Company and for the cost of preparing the Executive's income tax returns for the year in which any Payment by Parent or the Company may be characterized as an excess parachute payment. The Executive shall notify the Company in writing of any such Claim as soon as practicable, but in no event later than ten business days after the Executive is informed of such Claim and shall cooperate with the Company in good faith to effectively contest the Claim. The Company shall, at its expense, control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim and the Executive agrees to cooperate in the prosecution of such contest in such manner as the Company shall reasonably determine, subject to the Company's obligations hereunder; PROVIDED, HOWEVER, that no final formal resolution of such claim may be made by the Company without the Executive's consent if such resolution could adversely affect the Executive. Notwithstanding the foregoing, if the Company forgoes further prosecution of such contest, the Executive may elect to continue such prosecution and the Company shall cooperate with the Executive and shall be liable for the fees and expenses in connection with such further prosecution.

Golden Parachute Gross-Up. If, in the written opinion of a nationally recognized Big 6 accounting firm, selected firm engaged by either the Company and reasonably acceptable to or the Executive Holder for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service ("IRS")Service, the aggregate of the benefit payments and provisions under this Agreement and granting of Awards, vesting of the Restricted Stock, and/or payment of any other arrangement between the Executive and Parent or the Company benefits hereunder (collectively, the "PaymentsBenefits") would cause the payment or provision of one or more of such benefits Benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive Holder an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the ExecutiveHolder, after deduction of any (i) excise tax on the PaymentsBenefits, (ii) federal, state or local income tax on the Gross-Up Payment, and (iii) excise tax on the Gross-Up Payment and (iv) any penalty and interest related to the PaymentsPayment, to be equal to the aggregate remuneration the Executive Holder would have receivedreceived hereunder, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph paragraph shall be made within ten (10) days after the termination vesting of ExecutiveHolder's employment Restricted Stock or the date on which any Payment is made that is reasonably likely provision of other Benefit causing Code Section 280G to constitute an "excess parachute payment"; PROVIDEDapply, HOWEVER, provided however that if the amount of the Gross-Up Payment cannot be finally determined at the time, the Company shall pay to Executive Holder an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event after the earlier of (i) the date any related withholding taxes are due or (ii) the thirtieth day after the date of termination or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment." The Company agrees to reimburse the Executive for reasonable fees and expenses (including reasonable attorneys and accountants fees and expenses) in connection with any audit or assessment by the IRS if a claim ("Claim") arises out of, or results from the treatment or characterization by the IRS of any Payments made by Parent or the Company and for the cost of preparing the Executive's income tax returns for the year in which any Payment by Parent or the Company may be characterized as an excess parachute payment. The Executive shall notify the Company in writing of any such Claim as soon as practicabledetermined, but in no event later than ten business days the thirtieth (30th) day after the Executive is informed date of such Claim and shall cooperate with the Company in good faith to effectively contest the Claimsaid vesting or provision of other Benefits. The Company shall, at its expense, control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim and the Executive agrees to cooperate in the prosecution of such contest in such manner as the Company shall reasonably determine, subject to the Company's obligations hereunder; PROVIDED, HOWEVER, that no final resolution of such claim may be made by the Company without the Executive's consent if such resolution could adversely affect the Executive. Notwithstanding the foregoing, if the Company forgoes further prosecution of such contest, the Executive may elect to continue such prosecution and the Company shall cooperate with the Executive and shall be liable for the fees and expenses in connection with such further prosecution.6

Golden Parachute Gross-Up. If, in the written opinion of a nationally recognized accounting firm, selected by the Company and reasonably acceptable to the Executive Employee for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service ("IRS"), the aggregate of the benefit payments and provisions under this Agreement and any other arrangement between the Executive Employee and Parent or the Company (the "Payments") would cause the payment or provision of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b28OG(b) of the Code, then the Company will pay to the Executive Employee an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the ExecutiveEmployee, after deduction of any (i) excise tax on the Payments, (ii) federal, state or local income tax on the Gross-Up Payment, (iii) excise tax on the Gross-Up Payment and (iv) any penalty and interest related to the Payments, to be equal to the aggregate remuneration the Executive Employee would have received, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G 28OG and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten days after the termination of ExecutiveEmployee's employment or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment"; PROVIDED, HOWEVER, that if the amount of the Gross-Up Payment cannot be finally determined at the time, the Company shall pay to Executive Employee an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event after the earlier of (i) the date any related withholding taxes are due or (ii) the thirtieth day after the date of termination or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment." The Company agrees to reimburse the Executive Employee for reasonable fees and expenses (including reasonable attorneys and accountants fees and expenses) in connection with any audit or assessment by the IRS if a claim ("Claim") arises out of, or results from the treatment or characterization by the IRS of any Payments made by Parent or the Company and for the cost of preparing the ExecutiveEmployee's income tax returns for the year in which any Payment by Parent or the Company may be characterized as an excess parachute payment. The Executive Employee shall notify the Company in writing of any such Claim as soon as practicable, but in no event later than ten business days after the Executive Employee is informed of such Claim and shall cooperate with the Company in good faith to effectively contest the Claim. The Company shall, at its expense, control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim and the Executive Employee agrees to cooperate in the prosecution of such contest in such manner as the Company shall reasonably determine, subject to the Company's obligations hereunder; PROVIDED, HOWEVER, that no final resolution of such claim may be made by the Company without the ExecutiveEmployee's consent if such resolution could adversely affect the ExecutiveEmployee. Notwithstanding the foregoing, if the Company forgoes further prosecution of such contest, the Executive Employee may elect to continue such prosecution and the Company shall cooperate with the Executive Employee and shall be liable for the fees and expenses in connection with such further prosecution.

Golden Parachute Gross-Up. If, in the written opinion of a nationally recognized accounting firm, selected by the Company and reasonably acceptable to the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service ("IRS"), the aggregate of the benefit payments and provisions under this Agreement and any other arrangement between the Executive and Parent or the Company (the "Payments") would cause the payment or provision of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Code, then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the Payments, (ii) federal, state or local income tax on the Gross-Up Payment, (iii) excise tax on the Gross-Up Payment and (iv) any penalty and interest related relating to the Payments, to be equal to the aggregate remuneration the Executive would have received, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten days after the termination of Executive's employment Effective Date or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment"; PROVIDED, HOWEVER, that if the amount of the Gross-Up Payment cannot be finally determined at the time, the Company shall pay to the Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event after the earlier of (i) the date any related withholding taxes are due or (ii) the thirtieth day after the date of termination Effective Date or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment." The Company agrees to reimburse the Executive for reasonable fees and expenses (including reasonable attorneys and accountants fees and expenses) in connection with any audit or assessment by the IRS if a claim ("Claim") arises out of, or results from the treatment or characterization by the IRS of any Payments made by Parent or the Company and for the cost of preparing the Executive's income tax returns for the year in which any Payment by Parent or the Company may be characterized as an excess parachute payment. The Executive shall notify the Company in writing of any such Claim as soon as practicable, but in no event later than ten business days after the Executive is informed of such Claim and shall cooperate with the Company in good faith to effectively contest the Claim. The Company shall, at its expense, control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim and the Executive agrees to cooperate in the prosecution of such contest in such manner as the Company shall reasonably determine, subject to the Company's obligations hereunder; PROVIDED, HOWEVER, that no final resolution of such claim may be made by the Company without the Executive's consent if such resolution could adversely affect the Executive. Notwithstanding the foregoing, if the Company forgoes further prosecution of such contest, the Executive may elect to continue such prosecution and the Company shall cooperate with the Executive and shall be liable for the fees and expenses in connection with such further prosecution.

Golden Parachute Gross-Up. If, in (a) In the written opinion of a nationally recognized accounting firm, selected event it is determined (as hereafter provided) that any payment or distribution by the Company and reasonably acceptable to or for the benefit of the Grantee pursuant to the Executive for this purpose terms of the Agreement, whether paid or payable or distributed or distributable, including without limitation the lapse or termination of any restriction on or the vesting of an Award or OSOs granted under the Agreement (at the Company's expense), or if so alleged by the Internal Revenue Service (a "IRSPayment"), would be subject to the aggregate excise tax imposed by Section 4999 of the benefit payments Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and provisions under this Agreement and any other arrangement between the Executive and Parent or the Company (penalties, are hereafter collectively referred to as the "PaymentsExcise Tax") would cause the payment or provision of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Code), then the Company Grantee will pay be entitled to the Executive receive an additional amount in cash payment or payments (the a "Gross-Up Payment") in an amount equal to the amount necessary to cause Excise Tax plus any penalties or taxes imposed on the net amount retained Grantee by virtue of such Gross-Up Payment such that, after payment by the ExecutiveGrantee of all taxes (including any interest or penalties imposed with respect to such taxes), after deduction of including any (i) excise tax on the Payments, (ii) federal, state or local income tax on Excise Tax imposed upon the Gross-Up Payment, the Grantee retains the full value of an Award and the OSOs thereunder, with the exception of any regular income taxes owed by the Grantee on account of exercise of OSOs. (iiib) excise tax on Subject to the provisions of Section 7(d) hereof, all determinations required to be made under this Agreement, including whether an Excise Tax is payable by the Grantee and the amount of such Excise Tax and whether a Gross-Up Payment is required and (iv) any penalty and interest related to the Payments, to be equal to the aggregate remuneration the Executive would have received, excluding amount of such Gross-Up Payment Payment, will be made by an outside "Big 4" or similar international accounting firm chosen by the Company (net of all federal, state the "Accounting Firm"). The Grantee will direct the Accounting Firm to submit its determination and local excise detailed supporting calculations to both the Company and income taxes), as if Sections 280G and 4999 the Grantee within 15 calendar days after the effective date of the Code (Change in Control, and any successor provisions thereto) had not been enacted into lawother such time or times as may be requested by the Company or the Grantee. The If the Accounting Firm determines that any Excise Tax is payable by the Grantee, the Company will pay the required Gross-Up Payment provided for in this Paragraph shall be made to the Grantee within ten five business days after receipt of such determination and calculations. If the termination of ExecutiveAccounting Firm determines that no Excise Tax is payable by the Grantee, it will, at the same time as it makes such determination, furnish the Grantee with an opinion (addressed to both the Grantee and the Company) or other evidence reasonably acceptable to the Grantee that the Grantee has substantial authority not to report any Excise Tax on the Grantee's employment federal, state, local income or other tax return. Any determination by the date on which any Payment is made that is reasonably likely Accounting Firm as to constitute an "excess parachute payment"; PROVIDED, HOWEVER, that if the amount of the Gross-Up Payment cannot will be finally determined binding upon the Company and the Grantee. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the timetime of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 7(d) hereof and the Grantee thereafter is required to make a payment of any Excise Tax, the Grantee will direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and the Grantee as promptly as possible. The amount of any such Underpayment will be promptly paid by the Company to, or for the benefit of, the Grantee within five business days after receipt of such determination and calculations. (c) The Company and the Grantee will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Grantee, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 7(b) hereof. (d) The federal, state and local income and other tax returns filed by the Grantee will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by the Grantee. The Grantee will make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of the Grantee's federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of the Grantee's federal income tax return, or corresponding state and local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Grantee will within five business days pay to the Company the amount of such reduction. (e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Sections 7(b) and (d) hereof will be borne by the Company. If such fees and expenses are initially advanced by the Grantee, the Company shall pay to Executive an estimate as determined in good faith by will reimburse the Company Grantee the full amount of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event after the earlier of (i) the date any related withholding taxes are due or (ii) the thirtieth day after the date of termination or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment." The Company agrees to reimburse the Executive for reasonable fees and expenses (including reasonable attorneys and accountants fees and expenses) in connection with any audit or assessment by the IRS if a claim ("Claim") arises out of, or results within five business days after receipt from the treatment or characterization by the IRS Grantee of any Payments made by Parent or the Company a statement therefor and for the cost reasonable evidence of preparing the Executive's income tax returns for the year in which any Payment by Parent or the Company may be characterized as an excess parachute payment. his payment thereof. (f) The Executive shall Grantee will notify the Company in writing of any such Claim claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification will be given as soon promptly as practicable, practicable but in no event later than ten 10 business days after the Executive is informed Grantee actually receives notice of such Claim claim and shall the Grantee will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Grantee). The Grantee will not pay such claim prior to the earlier of (a) the expiration of the 30-calendar-day period following the date on which he gives such notice to the Company, and (b) the date that any payment of an amount with respect to such claim is due. If the Company notifies the Grantee in writing prior to the expiration of such period that it desires to contest such claim, the Grantee will (i) provide the Company with any written records or documents in the Grantee's possession relating to such claim reasonably requested by the Company, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to effectively contest such claim, and (iv) permit the Claim. The Company shallto participate in any proceedings relating to such claim; provided, at its expensehowever, control that the Company will bear and pay directly all proceedings costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless the Grantee, on an after-tax basis, from and against 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 Section 7(f), the Company may, at its option, control all proceedings taken in connection with the contest of any claim contemplated by this Section 7(f) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim (provided, however, that the Grantee may participate therein at his own cost and expense) and may, at its option, either direct the Grantee to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive Grantee agrees to cooperate in the prosecution of prosecute such contest to a determination before any administrative tribunal, in such manner a court of initial jurisdiction and in one or more appellate courts, as the Company shall reasonably will determine; provided, however, that if the Company directs the Grantee to pay the tax claimed and xxx for a refund, the Company will advance the amount of such payment to the Grantee on an interest-free basis and will indemnify and hold the Grantee harmless, 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; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Grantee with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Grantee will 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. (g) If, after the receipt by the Grantee of an amount advanced by the Company pursuant to Section 7(f) hereof, the Grantee receives any refund with respect to such claim, the Grantee will (subject to the Company's obligations hereunder; PROVIDED, HOWEVER, that no final resolution complying with the requirements of Section 7(f) hereof) promptly pay to the Company the amount of such claim may be made refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by the Grantee of an amount advanced by the Company without pursuant to Section 7(f) hereof, a determination is made that the Executive's consent if Grantee will not be entitled to any refund with respect to such resolution could adversely affect the Executive. Notwithstanding the foregoing, if the Company forgoes further prosecution of such contest, the Executive may elect to continue such prosecution claim and the Company does not notify the Grantee in writing of its intent to contest such denial or refund prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Agreement. (h) If Grantee takes action to enforce this Section 7 against the Company (which for this purpose shall cooperate with include making preparations for taking such enforcement action), and such enforcement action is in whole or part successful (whether by decision of a court or arbitrator, by settlement, by mutual agreement of Grantee and the Executive Company, or otherwise), the Company shall promptly pay directly or, at Grantee's election, reimburse Grantee for, all legal and shall be liable for the other expert fees and expenses incurred by Grantee in connection with such further prosecutionaction.

Golden Parachute Gross-Up. If, in (a) In the written opinion of a nationally recognized accounting firm, selected event it is determined (as hereafter provided) that any payment or distribution by the Company and reasonably acceptable to or for the benefit of the Grantee pursuant to the Executive for this purpose terms of the Agreement, whether paid or payable or distributed or distributable, including without limitation the lapse or termination of any restriction on or the vesting of an Award or OSOs granted under the Agreement (at the Company's expensea “Payment”), or if so alleged would be subject to the excise tax imposed by the Internal Revenue Service ("IRS"), the aggregate Section 4999 of the benefit payments Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and provisions under this Agreement and any other arrangement between penalties, are hereafter collectively referred to as the Executive and Parent or the Company (the "Payments") would cause the payment or provision of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Code“Excise Tax”), then the Company Grantee will pay be entitled to the Executive receive an additional amount in cash payment or payments (the "a “Gross-Up Payment"”) in an amount equal to the amount necessary to cause Excise Tax plus any penalties or taxes imposed on the net amount retained Grantee by virtue of such Gross-Up Payment such that, after payment by the ExecutiveGrantee of all taxes (including any interest or penalties imposed with respect to such taxes), after deduction of including any (i) excise tax on the Payments, (ii) federal, state or local income tax on Excise Tax imposed upon the Gross-Up Payment, the Grantee retains the full value of an Award and the OSOs thereunder, with the exception of any regular income taxes owed by the Grantee on account of exercise of OSOs. (iiib) excise Subject to the provisions of Section 7(d) hereof, all determinations required to be made under this Agreement, including whether an Excise Tax is payable by the Grantee and the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, will be made by an outside “Big 4” or similar international accounting firm chosen by the Company (the “Accounting Firm”). The Grantee will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and the Grantee within 15 calendar days after the effective date of the Change in Control, and any other such time or times as may be requested by the Company or the Grantee. If the Accounting Firm determines that any Excise Tax is payable by the Grantee, the Company will pay the required Gross-Up Payment to the Grantee within five business days after receipt of such determination and calculations, but in no event later than the end of the Grantee’s taxable year following the Grantee’s taxable year in which such tax on owed by such Grantee that is subject to the Gross-Up Payment and (iv) any penalty and interest related is remitted to the Paymentsapplicable taxing authority. If the Accounting Firm determines that no Excise Tax is payable by the Grantee, it will, at the same time as it makes such determination, furnish the Grantee with an opinion (addressed to be equal both the Grantee and the Company) or other evidence reasonably acceptable to the aggregate remuneration Grantee that the Executive would have received, excluding such Gross-Up Payment (net of all Grantee has substantial authority not to report any Excise Tax on the Grantee’s federal, state and state, local excise and income taxes), or other tax return. Any determination by the Accounting Firm as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten days after the termination of Executive's employment or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment"; PROVIDED, HOWEVER, that if the amount of the Gross-Up Payment cannot will be finally determined binding upon the Company and the Grantee. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the timetime of any determination by the Accounting Firm hereunder, the Company shall pay to Executive an estimate as determined in good faith it is possible that Gross-Up Payments which will not have been made by the Company should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 7(d) hereof and the Grantee thereafter is required to make a payment of any Excise Tax, the Grantee will direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and the Grantee as promptly as possible. The amount of any such Underpayment will be promptly paid by the Company to, or for the benefit of, the Grantee within five business days after receipt of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined determination and calculations, but in no event after later than the earlier end of the Grantee’s taxable year following the Grantee’s taxable year in which such tax owed by such Grantee that is subject to the Gross-Up Payment is remitted to the applicable taxing authority. (ic) The Company and the date Grantee will each provide the Accounting Firm access to and copies of any related withholding taxes are due or (ii) books, records and documents in the thirtieth day after possession of the date of termination Company or the date Grantee, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 7(b) hereof. (d) The federal, state and local income and other tax returns filed by the Grantee will be prepared and filed on which a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by the Grantee. The Grantee will make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of the Grantee’s federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of the Grantee’s federal income tax return, or corresponding state and local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment is made that is reasonably likely should be reduced, the Grantee will within five business days pay to constitute an "excess parachute paymentthe Company the amount of such reduction." (e) The Company agrees to reimburse the Executive for reasonable fees and expenses (including reasonable attorneys and accountants fees and expenses) of the Accounting Firm for its services in connection with any audit or assessment the determinations and calculations contemplated by Sections 7(b) and (d) hereof will be borne by the IRS if a claim ("Claim") arises out ofCompany. If such fees and expenses are initially advanced by the Grantee, or results the Company will reimburse the Grantee the full amount of such fees and expenses within five business days after receipt from the treatment or characterization by the IRS Grantee of any Payments made by Parent or the Company a statement therefor and for the cost reasonable evidence of preparing the Executive's income tax returns for the year in which any Payment by Parent or the Company may be characterized as an excess parachute payment. his payment thereof. (f) The Executive shall Grantee will notify the Company in writing of any such Claim claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification will be given as soon promptly as practicable, practicable but in no event later than ten 10 business days after the Executive is informed Grantee actually receives notice of such Claim claim and shall the Grantee will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Grantee). The Grantee will not pay such claim prior to the earlier of (a) the expiration of the 30-calendar-day period following the date on which he gives such notice to the Company, and (b) the date that any payment of an amount with respect to such claim is due. If the Company notifies the Grantee in writing prior to the expiration of such period that it desires to contest such claim, the Grantee will (i) provide the Company with any written records or documents in the Grantee’s possession relating to such claim reasonably requested by the Company, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to effectively contest such claim, and (iv) permit the Claim. The Company shallto participate in any proceedings relating to such claim; provided, at its expensehowever, control that the Company will bear and pay directly all proceedings costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless the Grantee, on an after-tax basis, from and against 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 Section 7(f), the Company may, at its option, control all proceedings taken in connection with the contest of any claim contemplated by this Section 7(f) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim (provided, however, that the Grantee may participate therein at his own cost and expense) and may, at its option, either direct the Grantee to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive Grantee agrees to cooperate in the prosecution of prosecute such contest to a determination before any administrative tribunal, in such manner a court of initial jurisdiction and in one or more appellate courts, as the Company shall reasonably will determine; provided, however, that if the Company directs the Grantee to pay the tax claimed and xxx for a refund, the Company will advance the amount of such payment to the Grantee on an interest-free basis and will indemnify and hold the Grantee harmless, 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; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Grantee with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Grantee will 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. (g) If, after the receipt by the Grantee of an amount advanced by the Company pursuant to Section 7(f) hereof, the Grantee receives any refund with respect to such claim, the Grantee will (subject to the Company's obligations hereunder; PROVIDED, HOWEVER, that no final resolution ’s complying with the requirements of Section 7(f) hereof) promptly pay to the Company the amount of such claim may be made refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by the Grantee of an amount advanced by the Company without pursuant to Section 7(f) hereof, a determination is made that the Executive's consent if Grantee will not be entitled to any refund with respect to such resolution could adversely affect the Executive. Notwithstanding the foregoing, if the Company forgoes further prosecution of such contest, the Executive may elect to continue such prosecution claim and the Company does not notify the Grantee in writing of its intent to contest such denial or refund prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Agreement. (h) If Grantee takes action to enforce this Section 7 against the Company (which for this purpose shall cooperate with include making preparations for taking such enforcement action), and such enforcement action is in whole or part successful (whether by decision of a court or arbitrator, by settlement, by mutual agreement of Grantee and the Executive Company, or otherwise), the Company shall promptly pay directly or, at Grantee’s election, reimburse Grantee for, all legal and shall be liable for the other expert fees and expenses incurred by Grantee in connection with such further prosecutionaction.