Common use of Golden Parachute Taxes Clause in Contracts

Golden Parachute Taxes. In the event that any of the benefits provided to Executive by this Agreement (A) constitute “parachute payments” within the meaning of Section 280G of the Code, or any comparable successor provisions, and (B) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then Executive’s benefits hereunder shall be either (1) provided to Executive in full, or (2) provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts (when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes) results in the receipt by Executive of the greatest amount of benefits, on an after-tax basis, notwithstanding that all or some portion of such benefits may be subject to payment of an Excise Tax. Unless Employer and Executive agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined and qualified third party (the “Professional Service Firm”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Executive’s equity awards. For purposes of making the calculations required by this Section 4(j), the Professional Service Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. Employer and Executive shall furnish to the Professional Service Firm such information and documents as the Professional Service Firm may reasonably request in order to make a determination under this Section 4(j). Employer shall bear all costs and expenses the Professional Service Firm may reasonably incur in connection with any calculations contemplated by this Section 4(j)(i).

Golden Parachute Taxes. In Notwithstanding anything contained in this Amendment to the event contrary, to the extent that payments and benefits provided under this Amendment to Executive and benefits provided to, or for the benefit of, Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the "Payments") would be subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the benefits Internal Revenue Code of 1986, as amended (the "Code"), the Payments shall be reduced (but not below zero) to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by him if no such reduction was made. For purposes of this Agreement Section 1.4, "net after-tax benefit" shall mean (Aa) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “"parachute payments” " within the meaning of Section 280G of the Code, or any comparable successor provisionsless (b) the amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid Executive (Bbased on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (c) the amount of excise taxes imposed with respect to the payments and benefits described in (a) above by Section 4999 of the Code. The foregoing determination will be made by a nationally recognized accounting firm (the "Accounting Firm") selected by the Company (which may be, but for will not be required to be, the Company's independent auditors). The Company will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Executive and the Company within fifteen (15) days after the date of termination of his employment. If the Accounting Firm determines that such reduction is required by this paragraph would Section 1.4, the Executive, in his sole and absolute discretion, may determine which Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (and the “Excise Tax”), then Executive’s benefits hereunder Company shall be either (1) provided pay such reduced amount to Executive in full, or (2) provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever him. The fees and expenses of the foregoing amounts (when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes) results in the receipt by Executive of the greatest amount of benefits, on an after-tax basis, notwithstanding that all or some portion of such benefits may be subject to payment of an Excise Tax. Unless Employer and Executive agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined and qualified third party (the “Professional Service Firm”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant Accounting Firm for Executive’s equity awards. For purposes of making the calculations required by this Section 4(j), the Professional Service Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. Employer and Executive shall furnish to the Professional Service Firm such information and documents as the Professional Service Firm may reasonably request in order to make a determination under this Section 4(j). Employer shall bear all costs and expenses the Professional Service Firm may reasonably incur its services in connection with any the determinations and calculations contemplated by this Section 4(j)(i)1.4 will be borne by the Company.

Golden Parachute Taxes. In the event that any of the benefits provided to Executive by this Agreement (A) constitute “parachute payments” within the meaning of Section 280G of the Code, or any comparable successor provisions, and (B) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then Executive’s benefits hereunder shall be either (1) provided to Executive in full, or (2) provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts (when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes) results in the receipt by Executive of the greatest amount of benefits, on an after-tax basis, notwithstanding that all or some portion of such benefits may be subject to payment of an Excise Tax. Unless Employer and Executive agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined and qualified third party (the “Professional Service Firm”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting a reduction of equity awards is to be reducedbenefits hereunder, such acceleration of vesting Executive shall be cancelled in given the reverse order choice of the date of grant for Executive’s equity awardswhich benefits to reduce. For purposes of making the calculations required by this Section 4(j), the Professional Service Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. Employer and Executive shall furnish to the Professional Service Firm such information and documents as the Professional Service Firm may reasonably request in order to make a determination under this Section 4(j). Employer shall bear all costs and expenses the Professional Service Firm may reasonably incur in connection with any calculations contemplated by this Section 4(j)(i).

Golden Parachute Taxes. In the event that any of the benefits provided to Executive by this Agreement (A) constitute “parachute payments” within the meaning of Section 280G of the Code, or any comparable successor provisions, and (B) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then Executive’s benefits hereunder shall be either (1) provided to Executive in full, or (2) provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts (when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes) results in the receipt by Executive of the greatest amount of benefits, on an after-tax basis, notwithstanding that all or some portion of such benefits may be subject to payment of an Excise Tax. Unless Employer and Executive agree otherwise in writing, any determination required under this Section 4(j4(l) shall be made in writing in good faith by a mutually determined and qualified third party (the “Professional Service Firm”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Executive’s equity awards. For purposes of making the calculations required by this Section 4(j4(l), the Professional Service Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. Employer and Executive shall furnish to the Professional Service Firm such information and documents as the Professional Service Firm may reasonably request in order to make a determination under this Section 4(j4(l). Employer shall bear all costs and expenses the Professional Service Firm may reasonably incur in connection with any calculations contemplated by this Section 4(j)(i4(l)(i).

Golden Parachute Taxes. In the event that any of the benefits provided to Executive by this Agreement (A) constitute “parachute payments” within the meaning of Section 280G of the Code, or any comparable successor provisions, and (B) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then Executive’s benefits hereunder shall be either (1) provided to Executive in full, or (2) provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts (when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes) results in the receipt by Executive of the greatest amount of benefits, on an after-tax basis, notwithstanding that all or some portion of such benefits may be subject to payment of an Excise Tax. Unless Employer and Executive agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined and qualified third party (the “Professional Service Firm”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting a reduction of equity awards is to be reducedbenefits hereunder, such acceleration of vesting Executive shall be cancelled in given the reverse order choice of the date of grant for Executive’s equity awardswhich benefits to reduce. For purposes of making the calculations required by this Section 4(j), the Professional Service Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. Employer and Executive shall furnish to the Professional Service Firm such information and documents as the Professional Service Firm may reasonably request in order to make a determination under this Section 4(j). Employer shall bear all costs and expenses the Professional Service Firm may reasonably incur in connection with any calculations contemplated by this Section 4(j)(i).

Golden Parachute Taxes. (a) Best After-Tax Result. In the event that any of the benefits provided payment or benefit received or to be received by Executive by pursuant to this Agreement or otherwise (A“Payments”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, or any comparable successor provisions, Code and (Bii) but for this paragraph would subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable successor provisions federal, state, local or foreign excise tax (the “Excise Tax”), then Executive’s benefits hereunder then, subject to the provisions of Section 10, such Payments shall be either (1A) provided in full pursuant to Executive in fullthe terms of this Agreement or any other applicable agreement, or (2B) provided to Executive as to such lesser extent which would result in no the Payments being $1.00 less than the amount at which any portion of such benefits being the Payments would be subject to the Excise TaxTax (“Reduced Amount”), whichever of the foregoing amounts (when amounts, taking into account the applicable federal, state, local and foreign income income, employment and employment taxes, other taxes and the Excise TaxTax (including, and without limitation, any other applicable interest or penalties on such taxes) ), results in the receipt by Executive of the greatest amount of benefitsExecutive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such benefits Payments may be subject to payment of an the Excise Tax. Unless Employer the Company and Executive otherwise agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined independent tax counsel designated by the Company and qualified third party reasonably acceptable to Executive (the “Professional Service FirmIndependent Tax Counsel”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting whose determination shall be cancelled in conclusive and binding upon Executive and the reverse order of the date of grant Company for Executive’s equity awardsall purposes. For purposes of making the calculations required by under this Section 4(j)Section, the Professional Service Firm Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. Employer The Company and Executive shall furnish to the Professional Service Firm Independent Tax Counsel such information and documents as the Professional Service Firm Independent Tax Counsel may reasonably request in order to make a determination under this Section 4(j)Section. Employer The Company shall bear all costs and expenses the Professional Service Firm that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section 4(j)(i9(a)(ii)(B) above applies, then based on the information provided to Executive and the Company by Independent Tax Counsel, Executive may, in Executive’s sole discretion and within thirty (30) days of the date on which Executive is provided with the information prepared by Independent Tax Counsel, determine which and how much of the Payments (including the accelerated vesting of equity compensation awards) to be otherwise received by Executive shall be eliminated or reduced (as long as after such determination the value (as calculated by Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to Executive equals the Reduced Amount). If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 9(b) hereof shall apply, and the enforcement of Section 9(b) shall be the exclusive remedy to the Company.

Golden Parachute Taxes. (a) Best After-Tax Result. In the event that any of the benefits provided payment or benefit received or to be received by Executive by pursuant to this Agreement or otherwise (A“Payments”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, or any comparable successor provisions, Code and (Bii) but for this paragraph would subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable successor provisions federal, state, local or foreign excise tax (the “Excise Tax”), then Executive’s benefits hereunder then, subject to the provisions of Section 6(b) hereof, such Payments shall be either (1A) provided in full pursuant to Executive in fullthe terms of this Agreement or any other applicable agreement, or (2B) provided to Executive as to such lesser extent which would result in no portion of such benefits Payments being subject to the Excise TaxTax (“Reduced Amount”), whichever of the foregoing amounts (when amounts, taking into account the applicable federal, state, local and foreign income income, employment and employment taxes, other taxes and the Excise TaxTax (including, and without limitation, any other applicable interest or penalties on such taxes) ), results in the receipt by Executive of the greatest amount of benefitsExecutive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such benefits Payments may be subject to payment of an the Excise Tax. Unless Employer the Company and Executive otherwise agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined independent tax counsel designated by the Company and qualified third party reasonably acceptable to Executive (the “Professional Service Firm”Independent Tax Counsel’). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting whose determination shall be cancelled in conclusive and binding upon Executive and the reverse order of the date of grant Company for Executive’s equity awardsall purposes. For purposes of making the calculations required by under this Section 4(j)Section, the Professional Service Firm Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. Employer The Company and Executive shall furnish to the Professional Service Firm Independent Tax Counsel such information and documents as the Professional Service Firm Independent Tax Counsel may reasonably request in order to make a determination under this Section 4(j)Section. Employer The Company shall bear all costs and expenses the Professional Service Firm that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section 4(j)(i6(a)(ii)(B) above applies, then based on the information provided to Executive and the Company by Independent Tax Counsel, Executive may, in Executive’s sole discretion and within 30 days of the date on which Executive is provided with the information prepared by Independent Tax Counsel, determine which and how much of the Payments (including the accelerated vesting of equity compensation awards) to be otherwise received by Executive shall be eliminated or reduced (as long as after such determination the value (as calculated by Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to Executive equals the Reduced Amount). If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 6(b) hereof shall apply, and the enforcement of Section 6(b) shall be the exclusive remedy to the Company.

Golden Parachute Taxes. (a) Best After-Tax Result. In the event that any of the benefits provided payment or benefit received or to be received by Executive by pursuant to this Agreement or otherwise (A“Payments”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, or any comparable successor provisions, Code and (Bii) but for this paragraph would subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable successor provisions federal, state, local or foreign excise tax (the “Excise Tax”), then Executive’s benefits hereunder then, subject to the provisions of Section 10, such Payments shall be either (1A) provided in full pursuant to Executive in fullthe terms of this Agreement or any other applicable agreement, or (2B) provided to Executive as to such lesser extent which would result in no the Payments being $1.00 less than the amount at which any portion of such benefits being the Payments would be subject to the Excise TaxTax (“Reduced Amount”), whichever of the foregoing amounts (when amounts, taking into account the applicable federal, state, local and foreign income income, employment and employment taxes, other taxes and the Excise TaxTax (including, and without limitation, any other applicable interest or penalties on such taxes) ), results in the receipt by Executive of the greatest amount of benefitsExecutive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such benefits Payments may be subject to payment of an the Excise Tax. Unless Employer the Company and Executive otherwise agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined independent tax counsel designated by the Company and qualified third party reasonably acceptable to Executive (the “Professional Service FirmIndependent Tax Counsel”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting whose determination shall be cancelled in conclusive and binding upon Executive and the reverse order of the date of grant Company for Executive’s equity awardsall purposes. For purposes of making the calculations required by under this Section 4(j)Section, the Professional Service Firm Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. Employer The Company and Executive shall furnish to the Professional Service Firm Independent Tax Counsel such information and documents as the Professional Service Firm Independent Tax Counsel may reasonably request in order to make a determination under this Section 4(j)Section. Employer The Company shall bear all costs and expenses the Professional Service Firm that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section 4(j)(i)9(a)(ii)(B) above applies, then based on the information provided to Executive and the Company by Independent Tax Counsel, the cutback described hereunder will apply as to compensation not subject to Section 409A of the Code prior to compensation subject to Section 409A of the Code and will otherwise apply on a reverse chronological basis from payments latest in time. If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 9(b) hereof shall apply, and the enforcement of Section 9(b) shall be the exclusive remedy to the Company.

Golden Parachute Taxes. In Notwithstanding anything contained in this Agreement to the event contrary, to the extent that payments and benefits provided under this Agreement to Executive and benefits provided to, or for the benefit of, Executive under any other Company plan or agreement (such payments or benefits of, Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the "Payments") would be subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the benefits Internal Revenue Code of 1986, as amended (the "Code"), the Payments shall be reduced (but not below zero) to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by him if no such reduction was made. For purposes of this Agreement Section 2.4, "net after-tax benefit" shall mean (Aa) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “"parachute payments” " within the meaning of Section 280G of the Code, or any comparable successor provisionsless (b) the amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid Executive (Bbased on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (c) the amount of excise taxes imposed with respect to the payments and benefits described in (a) above by Section 4999 of the Code. The foregoing determination will be made by a nationally recognized accounting firm (the "Accounting Firm") selected by the Company (which may be, but for will not be required to be, the Company's independent auditors). The Company will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Executive and the Company within fifteen (15) days after the date of termination of his employment. If the Accounting Firm determines that such reduction is required by this paragraph would Section 2.4, the Executive, in his sole and absolute discretion, may determine which Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (and the “Excise Tax”), then Executive’s benefits hereunder Company shall be either (1) provided pay such reduced amount to Executive in full, or (2) provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever him. The fees and expenses of the foregoing amounts (when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes) results in the receipt by Executive of the greatest amount of benefits, on an after-tax basis, notwithstanding that all or some portion of such benefits may be subject to payment of an Excise Tax. Unless Employer and Executive agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined and qualified third party (the “Professional Service Firm”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant Accounting Firm for Executive’s equity awards. For purposes of making the calculations required by this Section 4(j), the Professional Service Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. Employer and Executive shall furnish to the Professional Service Firm such information and documents as the Professional Service Firm may reasonably request in order to make a determination under this Section 4(j). Employer shall bear all costs and expenses the Professional Service Firm may reasonably incur its services in connection with any calculations the determinations and calculation contemplated by this Section 4(j)(i)2.4 will be borne by the Company.

Golden Parachute Taxes. In (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company or any of its affiliates to or for the benefit of the benefits provided Executive (whether paid or payable or distributed or distributable pursuant to Executive by the terms of this Agreement or otherwise) (Aa “Payment”) constitute “parachute payments” within the meaning of Section 280G of the Code, or any comparable successor provisions, and (B) but for this paragraph would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeInternal Revenue Code of 1986, or any comparable successor provisions as amended (the “Excise TaxCode”), then then, prior to the making of any Payment to Executive’s benefits hereunder , a calculation shall be either made comparing (1i) provided the net after-tax benefit to Executive in fullof the Payment after payment of the Excise Tax, or to (2ii) provided the net after-tax benefit to Executive as if the Payment had been limited to such lesser the extent which would result in no portion of such benefits necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above, whichever of then the foregoing amounts Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (when taking into account applicable federalthe “Reduced Amount”). If a reduction in Payments is necessary pursuant to the immediately preceding sentence, statethen the reduction shall be made to the Severance and not to any other benefit. (b) All determinations required to be made under this Section 7, local and foreign income and employment taxesincluding whether an Excise Tax would be imposed, the amount of such Excise Tax, and any other applicable taxes) results in the receipt by Executive calculation of the greatest amounts referred to in clauses (i) and (ii) of Section 7(a), whether and in what amount of benefitsany Payments are to be reduced pursuant to Section 7(a) and the assumptions to be utilized in arriving at such determination, on an after-tax basis, notwithstanding that all or some portion of such benefits may be subject to payment of an Excise Tax. Unless Employer and Executive agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined and qualified third party major accounting firm with expertise in such matters designated by the Executive (the “Professional Service Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 7(a), could have been made without the imposition of the Excise Tax (“Underpayment”). Any reduction in payments and/or benefits required In such event, upon the Executive’s request, the Accounting Firm shall occur in determine the following order: (1) reduction amount of cash payments; the Underpayment that has occurred and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is any such Underpayment shall thereafter be promptly paid, or caused to be reducedpaid, such acceleration by the Company to or for the benefit of vesting shall be cancelled in the reverse order Executive. (c) All fees and expenses of the Accounting Firm for services performed pursuant to this Section 7 at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 15th anniversary of the date of grant for Executive’s equity awards. For purposes of making the calculations required Effective Date, shall be borne solely by this Section 4(j), the Professional Service Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. Employer and Executive shall furnish to the Professional Service Firm such information and documents as the Professional Service Firm may reasonably request in order to make a determination under this Section 4(j). Employer shall bear all costs and expenses the Professional Service Firm may reasonably incur in connection with any calculations contemplated by this Section 4(j)(i)Company.

Golden Parachute Taxes. (a) Best After-Tax Result. In the event that any of the benefits provided payment or benefit received or to be received by Executive by pursuant to this Agreement or otherwise (A“Payments”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, or any comparable successor provisions, Code and (Bii) but for this paragraph would subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable successor provisions federal, state, local or foreign excise tax (the “Excise Tax”), then Executive’s benefits hereunder then, subject to the provisions of Section 6(b) hereof, such Payments shall be either (1A) provided in full pursuant to Executive in fullthe terms of this Agreement or any other applicable agreement, or (2B) provided to Executive as to such lesser extent which would result in no portion of such benefits Payments being subject to the Excise TaxTax (“Reduced Amount”), whichever of the foregoing amounts (when amounts, taking into account the applicable federal, state, local and foreign income income, employment and employment taxes, other taxes and the Excise TaxTax (including, and without limitation, any other applicable interest or penalties on such taxes) ), results in the receipt by Executive of the greatest amount of benefitsExecutive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such benefits Payments may be subject to payment of an the Excise Tax. Unless Employer the Company and Executive otherwise agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined independent tax counsel designated by the Company and qualified third party reasonably acceptable to Executive (the “Professional Service FirmIndependent Tax Counsel”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting whose determination shall be cancelled in conclusive and binding upon Executive and the reverse order of the date of grant Company for Executive’s equity awardsall purposes. For purposes of making the calculations required by under this Section 4(j)Section, the Professional Service Firm Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. Employer The Company and Executive shall furnish to the Professional Service Firm Independent Tax Counsel such information and documents as the Professional Service Firm Independent Tax Counsel may reasonably request in order to make a determination under this Section 4(j)Section. Employer The Company shall bear all costs and expenses the Professional Service Firm that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section 4(j)(i6(a)(ii)(B) above applies, then based on the information provided to Executive and the Company by Independent Tax Counsel, Executive may, in Executive’s sole discretion and within 30 days of the date on which Executive is provided with the information prepared by Independent Tax Counsel, determine which and how much of the Payments (including the accelerated vesting of equity compensation awards) to be otherwise received by Executive shall be eliminated or reduced (as long as after such determination the value (as calculated by Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to Executive equals the Reduced Amount). If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 6(b) hereof shall apply, and the enforcement of Section 6(b) shall be the exclusive remedy to the Company.

Golden Parachute Taxes. (a) Best After-Tax Result. In the event that any of the benefits provided payment or benefit received or to be received by Executive by pursuant to this Agreement or otherwise (A“Payments”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, or any comparable successor provisions, and (Bii) but for this paragraph would subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable successor provisions federal, state, local or foreign excise tax (the “Excise Tax”), then Executive’s benefits hereunder then, subject to the provisions of Section 6(b) hereof, such Payments shall be either (1x) provided in full pursuant to Executive in fullthe terms of this Agreement or any other applicable agreement, or (2y) provided to Executive as to such lesser extent which would result in no portion of such benefits Payments being subject to the Excise TaxTax (“Reduced Amount”), whichever of the foregoing amounts (when amounts, taking into account the applicable federal, state, local local, and foreign income income, employment and employment taxes, other taxes and the Excise TaxTax (including, and without limitation, any other applicable interest or penalties on such taxes) ), results in the receipt by Executive of the greatest amount of benefitsExecutive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such benefits Payments may be subject to payment of an the Excise Tax. Unless Employer the Company and Executive otherwise agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined independent tax counsel designated by the Company and qualified third party reasonably acceptable to Executive (the “Professional Service FirmIndependent Tax Counsel”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting whose determination shall be cancelled in conclusive and binding upon Executive and the reverse order of the date of grant Company for Executive’s equity awardsall purposes. For purposes of making the calculations required by under this Section 4(j6(a), the Professional Service Firm Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. Employer The Company and Executive shall furnish to the Professional Service Firm Independent Tax Counsel such information and documents as the Professional Service Firm Independent Tax Counsel may reasonably request in order to make a determination under this Section 4(j)Section. Employer The Company shall bear all costs and expenses the Professional Service Firm that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section 4(j)(i6(a)(ii)(B) above applies, then based on the information provided to Executive and the Company by Independent Tax Counsel, Executive may, in Executive’s sole discretion and within thirty (30) days of the date on which Executive is provided with the information prepared by Independent Tax Counsel, determine which and how much of the Payments (including the accelerated vesting of equity compensation awards) to be otherwise received by Executive shall be eliminated or reduced (as long as after such determination the value (as calculated by Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to Executive equals the Reduced Amount). If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 6(b) hereof shall apply, and the enforcement of Section 6(b) shall be the exclusive remedy to the Company.