Common use of Golden Parachute Clause in Contracts

Golden Parachute. Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (a) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”); and (b) but for this Section 19, be subject to the excise tax imposed by Internal Revenue Code Section 4999 (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 shall be made in accordance with the following order of priority: (i) Full Credit Payments (as defined below) that are payable in cash, (ii) non-cash Full Credit Payments that are taxable, (iii) non-cash Full Credit Payments that are not taxable, (iv) Partial Credit Payments (as defined below), (v) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stock. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 6(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 10(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, taxable (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 10(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash (other than those described in clause (vi) below) Full Credit Payments that are taxable, (iiiiv) non-cash (other than those described in clause (vi) below) Full Credit Payments that are not taxable, taxable (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. Anything Your total payments and benefits under this Agreement may exceed the relevant limitations under the “golden parachute” provisions of Code Section 280G. However, nothing in this Agreement will cause the Company to be required to pay to you any amount in excess of the contrary notwithstandingSeverance Benefits provided for in this Agreement. Notwithstanding the foregoing, if in the event any payment or benefit Executive would receive from the Company to you under this Agreement or otherwise (a “Payment”) would (a) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”); and (b) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (or any comparable successor or state law provision) and any related interest or penalties (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payment you shall be equal to the Reduced Amount. For purposes of this Agreement, the “Reduced Amount” shall be receive either (xi) the largest portion of the Payment such payments and benefits that would result in no portion of the Payment such payments and benefits being subject to the Excise Tax; Tax or (yii) the largest portion, up to full amount of such payments and including the total, benefits; whichever of the Paymentamounts under (i) and (ii), whichever amount, after when taking into account all applicable federal, state state, local and local foreign income and employment taxes, income taxes, and the Excise Tax and any other applicable taxes (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater greatest amount of payments and benefits, notwithstanding that all or some portion thereof may be subject to the PaymentExcise Tax. Any In the event of a reduction made pursuant hereunder, you will be given the choice of which payments or benefits to this Section 19 reduce to the extent practicable for the Company. The foregoing calculations shall be made in accordance with the following order of priority: (i) Full Credit Payments (as defined below) that are payable in cash, (ii) non-cash Full Credit Payments that are taxable, (iii) non-cash Full Credit Payments that are not taxable, (iv) Partial Credit Payments (as defined below), (v) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stock. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value Company’s expense by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services an accounting firm selected by the Company. You shall remain solely liable for all income taxes, the Company’s legal counsel Excise Taxes, or such other person amounts assessed on any payments or entity benefits to which the parties mutually agree (the “Firm”), whose determination will you are entitled and nothing in this Agreement or otherwise shall be conclusive and binding upon Executive and interpreted as obligating the Company for all purposes. For purposes of making the calculations required to pay (or reimburse you for) any income taxes, Excise Taxes, or other taxes or amounts assessed against or incurred by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur you in connection with any calculations contemplated by this Section 19your receipt of such payments and benefits.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amountamount in either (x) or (y), after taking into account all applicable federal, state and local employment taxes, income taxes, and (in the case of (y)) the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 10(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, taxable (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if any payment or benefit Executive would receive from the Company or otherwise (is a “Payment”disqualified individual” (as defined in section 280G(c) of the Code) and the benefits and payments provided for in this Agreement, together with any other payments or vesting of equity awards which Executive has the right to receive on account of a “change in control” (defined for this purpose in section 280G of the Code) would (a) constitute in the aggregate result in a “parachute payment” within (as defined in section 280G(b)(2) of the meaning Code) to Executive, the amount of Internal Revenue Code Section 280G such change in control payments shall be reduced by the Company so that the aggregate of payments to Executive is the maximum change in control payment that does not constitute a parachute payment (such amount referred to herein as the “Code Section 280GSafe Harbor Payment”); and provided, however, such reduction shall not be applied if the net payment to Executive (bafter considering the effect of applicable excise taxes under section 4999 of the Code) but for this Section 19is greater than the Safe Harbor Payment. If, as a result of the above calculations, payments or benefits are to be subject reduced to the excise tax imposed by Internal Revenue Code Section 4999 (Safe Harbor Payment, the “Excise Tax”), then such Payment reduction shall be equal to the Reduced Amount. For purposes of this Agreement, the “Reduced Amount” shall be either (x) the largest portion of the Payment that would result applied in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 shall be made in accordance with the following order of priorityorder: (i) Full Credit Payments (as defined below) cash severance pay that are payable in cash, is exempt from section 409A; (ii) non-any other cash Full Credit Payments that are taxable, severance pay; (iii) non-cash Full Credit Payments that are not taxable, continued health care benefits; (iv) Partial Credit Payments (as defined below), any restricted stock; (v) non-cash employee welfare benefits any equity awards other than restricted stock and stock options; and (vi) stock options whose exercise price exceeds the fair market value of the optioned stock. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductionsoptions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will shall be made in writing by a certified professional services firm selected an independent advisor designated by the Company, the Company’s legal counsel or such other person or entity Company and reasonably acceptable to which the parties mutually agree Executive (the “FirmIndependent Advisor”), whose determination will shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by under this Section 19Section, the Firm Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section sections 280G and Internal Revenue Code Section 49994999 of the Code; provided that the Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate in the absence of clear evidence to the contrary. The Company and Executive will shall furnish to the Firm Independent Advisor such information and documents as the Firm Independent Advisor may reasonably request in order to make a determination under this Section 19Section. The Company will shall bear all costs that the Firm Independent Advisor may reasonably incur in connection with any calculations contemplated by this Section 19Section.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive Employee would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”), (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata prorata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise taxExcise Tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive you would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 10(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, taxable (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to you to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by you and in the order prescribed by this Section. In no event shall Executive has you have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, taxable (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if any payment or benefit Executive would receive from the Company or otherwise (is a “Payment”disqualified individual” (as defined in section 280G(c) of the Code) and the benefits and payments provided for in this Agreement, together with any other payments or vesting of equity awards which Executive has the right to receive on account of a “change in control” (defined for this purpose in section 280G of the Code) would (a) constitute in the aggregate result in a “parachute payment” within (as defined in section 280G(b)(2) of the meaning Code) to Executive, the total amount of Internal Revenue Code Section 280G (“Code Section 280G”)all such change in control payments shall be reduced by BancorpSouth so that the aggregate payments to Executive do not constitute such a parachute payment; and (b) but for this Section 19provided, be subject however, that such reduction shall not occur if such the net payment to Employee after considering the effect of any applicable excise tax imposed by Internal Revenue Code Section under section 4999 (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the “Reduced Amount” shall be either (x) the largest portion of the Payment Code is greater than the amount that Executive would result in no portion receive after application of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results reduction described in this Section. If Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant payments or benefits are delivered to this Section 19 shall be made a lesser extent in accordance with this Section, then Executive’s aggregate benefits shall be reduced in the following order of priority: (i) Full Credit Payments (as defined below) cash severance pay that are payable in cashis exempt from section 409A, (ii) non-any other cash Full Credit Payments that are taxableseverance pay, (iv) continued health care benefits, (iii) non-cash Full Credit Payments that are not taxableany restricted stock, (iv) Partial Credit Payments (as defined below)any equity awards other than restricted stock and stock options, and (v) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stock. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductionsoptions. Unless the Company BancorpSouth and Executive otherwise agree in writing, any determination required under this Section 19 will shall be made in writing by a certified professional services firm selected an independent advisor designated by the Company, the Company’s legal counsel or such other person or entity Company and reasonably acceptable to which the parties mutually agree Executive (the “FirmIndependent Advisor”), whose determination will shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by under this Section 19Section, the Firm Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section sections 280G and Internal Revenue Code Section 49994999 of the Code; provided that Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive will shall furnish to the Firm Independent Advisor such information and documents as the Firm Independent Advisor may reasonably request in order to make a determination under this Section 19Section. The Company will shall bear all costs that the Firm Independent Advisor may reasonably incur in connection with any calculations contemplated by this Section 19Section.

Golden Parachute. Anything Executive may elect to terminate his employment in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (a) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”); and (b) but for this Section 19, be subject to the excise tax imposed by Internal Revenue Code Section 4999 (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 shall be made in accordance with the following order of priority: event that: (i) Full Credit Payments five percent (5%) or more of Employer's then issued and outstanding common stock or five percent (5%) or more of any class of Employer's then issued and outstanding preferred stock is acquired by any person or entity, or persons or entities acting in concert as defined below) that are payable determined by Executive in cash, his sole and absolute discretion; (ii) non-cash Full Credit Payments that are taxable, Employer loses its ability to exercise a controlling influence over Employer's operations; (iii) non-cash Full Credit Payments that are not taxable, a hostile election of a majority of Employer's Board occurs; or (iv) Partial Credit Payments (Employer is merged, sold or dissolved. Such events shall be known as defined belowa "Change-In-Control". If Executive elects to be retained, Executive will maintain that capacity and function occupied by Executive at the time of such Change-In-Control. If Executive elects to terminate his employment at such time, and under such conditions, Executive shall be entitled to those severance arrangements as would be applicable under Section 6.1(c). In addition to those severance arrangements applicable under Section 6.1(c), Executive shall further receive a parachute payment consisting of a one-time, lump sum payment totaling 2.99 times the average of Executives Base Salary (veven if such Base Salary was unpaid) nonover the past five taxable years prior to the Change-cash employee welfare In-Control ("Parachute Payment"). If the Executive has not been employed with Employer for five taxable years, the calculation shall be for the shorter period, with any partial taxable year annualized, excluding one-time payments, such as relocation expenses. Executive's Parachute Payment will be adjusted accordingly to avoid tax penalties imposed pursuant to Sections 280G and 4999 of the Internal Revenue Code, as amended. Executive shall also be reimbursed for 150% of any golden parachute excise taxes. Executive shall also receive reimbursement for any attorney's fees and other expenses incurred to collect severance benefits and (vipayments under this section because of a Change-In-Control. All payments provided for in this Section 6.1(f) stock options whose exercise price exceeds the fair market value of the optioned stock. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed due on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19Change-In-Control.

Golden Parachute. a. Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, taxable (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 10(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive you would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 paragraph shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”), (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event A nationally recognized certified public accounting firm selected by the Company and acceptable to you (the “Accounting Firm”) shall Executive has any discretion perform the foregoing calculations related to the Excise Tax. If a reduction is required, the Accounting Firm shall administer the ordering of the reduction as set forth in above. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such accounting firm required under this Section 19 will to be made in writing by a certified professional services firm selected by hereunder. The Accounting Firm engaged to make the Companydeterminations hereunder shall provide its calculations, the Company’s legal counsel or such other person or entity together with detailed supporting documentation, to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive you and the Company for all purposeswithin fifteen (15) calendar days after the date on which your right to a Payment is triggered. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, Any good faith interpretations concerning determinations of the application of Code Section 280G Accounting Firm made hereunder shall be final, binding, and Internal Revenue Code Section 4999. The Company conclusive upon you and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19Company.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 10(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, taxable (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. a. Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, taxable (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata prorata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.the

Golden Parachute. Anything If any of the payments provided for in paragraph 6(b) of this Agreement Agreement, together with any other payments or benefits that the Executive has the right to the contrary notwithstanding, if any payment or benefit Executive would receive from Bank or any member of an affiliated group of corporations (as defined in Code Section 1504, without regard to Code Section 1504(b)) of which Bank is a member (together, the Company or otherwise (a “PaymentPayments”) ), would (a) constitute a “parachute payment” within the meaning of Internal Revenue payment (as defined in Code Section 280G (“Code Section 280G”280G(b)(2); and (b) but for this Section 19, be that is subject to the excise tax imposed by Internal Revenue Code Section 4999 (the “Excise Tax”), then such Payment shall be equal ) after taking into account the value to Bank and its subsidiaries and affiliates of the Reduced Amount. For purposes restrictive covenants in paragraph 9 of this Agreement, Bank will cause to be determined, before any Payment is made, which of the “Reduced Amount” shall be either following two alternatives would maximize the Executive’s after-tax proceeds: (x1) payment in full of the entire amount of the Payments or (2) payment of only a part of the Payments, reduced to the minimum extent necessary so that the Executive receives the largest portion Payments possible without the imposition of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at “Reduced Payments”). If it is determined that Reduced Payments will maximize the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basisbenefit, of then (1) cash compensation subject to the greater amount of the Payment. Any reduction made pursuant to this six-month delay rule in Code Section 19 409A(a)(2)(B)(i) shall be made in accordance with the following order of priority: (i) Full Credit Payments (as defined below) that are payable in cashreduced first, (ii) non-and then cash Full Credit Payments that are taxable, (iii) non-cash Full Credit Payments payments that are not taxableso subject shall be reduced, (iv2) Partial Credit the Payments (as defined below)shall be paid only to the extent permitted under the Reduced Payments alternative, (v) non-cash employee welfare benefits and (vi3) stock options whose exercise price exceeds the fair market value of Executive will have no rights to any additional payments and/or benefits constituting the optioned stock. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductionsPayments. Unless Bank and the Company and Executive otherwise agree in writing, any determination required under this Section 19 will paragraph 6(d) shall be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree an Independent Tax Advisor (the “Firm”as defined below), which shall be paid solely by Bank and whose determination will shall be conclusive and binding upon Executive Bank and the Company Executive for all purposes. For purposes of making the calculations required by this Section 19paragraph 6(d), the Firm may make reasonable assumptions and approximations concerning applicable taxes and Independent Tax Advisor may rely on reasonable, good faith interpretations concerning the application of Code Section Sections 280G and Internal Revenue Code Section 49994999 of the Code. The Company Bank and the Executive will shall furnish to the Firm Independent Tax Advisor such information and documents as the Firm Independent Tax Advisor may reasonably request in order to make a determination under this Section 19the required determinations. The Company term “Independent Tax Advisor” means a nationally recognized accounting firm selected by Bank and reasonably acceptable to Executive, except that if Bank and the Executive are unable to agree on the selection of the Independent Tax Advisor, Bank shall request PricewaterhouseCoopers (United States) (“PwC”) to select a nationally recognized accounting firm to serve as the Independent Tax Advisor, and PwC’s selection of the Independent Tax Advisor will bear all costs be final and binding on Bank and the Firm may reasonably incur in connection with any calculations contemplated by Executive for purposes of this Section 19Agreement.

Golden Parachute. Anything in this Agreement to In the contrary notwithstanding, if event it shall be determined that any payment or benefit Executive would receive from to Executive, by the Company, any affiliate of the Company, any person who acquires ownership or effective control of the Company or otherwise ownership of a substantial portion of the Company assets (a “Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code Section 280G (“Code Section 280G”); and (b) but for this Section 19of 1986, be subject to the excise tax imposed by Internal Revenue Code Section 4999 as amended (the “Excise TaxCode”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, regulations thereunder) or any affiliate of the greater amount of the Payment. Any reduction made pursuant to this Section 19 shall be made in accordance with the following order of priority: (i) Full Credit Payments (as defined below) that are payable in cash, (ii) non-cash Full Credit Payments that are taxable, (iii) non-cash Full Credit Payments that are not taxable, (iv) Partial Credit Payments (as defined below), (v) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stock. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefitPerson, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise (the “Change in Control Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “280G Reimbursement Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the 280G Reimbursement Payment, Executive retains an amount of the 280G Reimbursement Payment equal to the Excise Tax imposed upon the Change in Control Payments. The 280G Reimbursement Payment shall be paid on the thirtieth (30th) day from the date that Executive is deemed to have “excess parachute payments” as defined in Section 280G of the Code. All mathematical determinations, and all determinations as to whether any of the Change in Control Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made hereunder, including determinations as to whether a 280G Reimbursement Payment is required and the amount of such 280G Reimbursement Payment shall be made by the Company’s accounting firm (the “Accounting Firm”), which shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any 280G Reimbursement Payment and any other relevant matter, both to the Company and Executive by no later than ten (10) days following the date of employment termination or, if reduced applicable, such earlier time as is requested by the Company or Executive (if Executive reasonably believes that any of the Change in value Control Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by one dollar reduces Executive, it shall furnish Executive and the Company with an opinion reasonably acceptable to Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that Executive has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and Executive, absent manifest error. As a result of 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 280G Reimbursement Payments not made by the Company should have been made (“Underpayment”), or that 280G Reimbursement Payments will have been made by the Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution Underpayment or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit Overpayment that is not a Full Credit Paymenthas occurred. In no event the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by Executive as a result of such Underpayment) shall Executive has any discretion with respect to the ordering of payment reductions. Unless be promptly paid by the Company to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and otherwise reasonably cooperate with the Company for all purposes. For purposes to correct such Overpayment, provided, however, that (i) Executive shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of making the calculations required by Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and (ii) if a 280G Reimbursement Payment is determined to be payable, this Section 19provision shall be interpreted in a manner consistent with an intent to make Executive whole, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablean after-tax basis, good faith interpretations concerning from the application of Code Section 280G and Internal Revenue Code Section 4999the Excise Tax, it being understood that the correction of an Overpayment may result in Executive repaying to the Company an amount which is less than the Overpayment. The Company and Executive will furnish to cost of the Accounting Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated such Determination shall be paid by this Section 19the Company.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”), (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata prorata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.benefit

Golden Parachute. Anything Your total payments and benefits under this Agreement may exceed the relevant limitations under the “golden parachute” provisions of Code Section 280G. However, nothing in this Agreement will cause the Company to be required to pay to you any amount in excess of the contrary notwithstandingSeverance Benefits provided for in this Agreement. Notwithstanding the foregoing, if in the event any payment or benefit Executive would receive from the Company to you under this Agreement or otherwise (a “Payment”) would (a) constitute a)constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”); and (b) but b)but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (or any comparable successor or state law provision) and any related interest or penalties (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payment you shall be equal to the Reduced Amount. For purposes of this Agreement, the “Reduced Amount” shall be receive either (xi) the largest portion of the Payment such payments and benefits that would result in no portion of the Payment such payments and benefits being subject to the Excise Tax; Tax or (yii) the largest portion, up to full amount of such payments and including the total, benefits; whichever of the Paymentamounts under (i) and (ii), whichever amount, after when taking into account all applicable federal, state state, local and local foreign income and employment taxes, income taxes, and the Excise Tax and any other applicable taxes (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater greatest amount of payments and benefits, notwithstanding that all or some portion thereof may be subject to the PaymentExcise Tax. Any In the event of a reduction made pursuant hereunder, you will be given the choice of which payments or benefits to this Section 19 reduce to the extent practicable for the Company. The foregoing calculations shall be made in accordance with the following order of priority: (i) Full Credit Payments (as defined below) that are payable in cash, (ii) non-cash Full Credit Payments that are taxable, (iii) non-cash Full Credit Payments that are not taxable, (iv) Partial Credit Payments (as defined below), (v) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stock. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value Company’s expense by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services an accounting firm selected by the Company. You shall remain solely liable for all income taxes, the Company’s legal counsel Excise Taxes, or such other person amounts assessed on any payments or entity benefits to which the parties mutually agree (the “Firm”), whose determination will you are entitled and nothing in this Agreement or otherwise shall be conclusive and binding upon Executive and interpreted as obligating the Company for all purposes. For purposes of making the calculations required to pay (or reimburse you for) any income taxes, Excise Taxes, or other taxes or amounts assessed against or incurred by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur you in connection with any calculations contemplated by this Section 19your receipt of such payments and benefits.

Golden Parachute. f. Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, taxable (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280GG of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, taxable (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.distributable

Golden Parachute. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (a “Payment”) would (ai) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”)of the Code; and (bii) but for this Section 19sentence, be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. For purposes of this Agreement, the The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”), (ii) Full Credit Payments (as defined below) that are payable in cash, (iiiii) non-cash Full Credit Payments that are taxable, (iiiiv) non-cash Full Credit Payments that are not taxable, (ivv) Partial Credit Payments (as defined below), ) and (vvi) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stockbenefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.

Golden Parachute. Anything The Executive’s total payments and benefits under this Agreement may exceed the relevant limitations under the “golden parachute” provisions of Section 280G of the Internal Revenue Code. However, nothing in this Agreement will cause the Company to be required to pay to the contrary notwithstandingExecutive any amount in excess of the Severance Benefits provided for in this Agreement. Notwithstanding the foregoing, if in the event any payment or benefit to the Executive would receive from the Company under this Agreement or otherwise (a “Payment”) would (a) constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G (“Code Section 280G”); and (b) but for this Section 19sentence, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code Section 4999 (or any comparable successor or state law provision) and any related interest or penalties (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payment the Executive shall be equal to the Reduced Amount. For purposes of this Agreement, the “Reduced Amount” shall be receive either (xi) the largest portion of the Payment such payments and benefits that would result in no portion of the Payment such payments and benefits being subject to the Excise Tax; Tax or (yii) the largest portion, up to full amount of such payments and including the total, benefits; whichever of the Paymentamounts under (i) and (ii), whichever amount, after when taking into account all applicable federal, state state, local and local foreign income and employment taxes, income taxes, and the Excise Tax and any other applicable taxes (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater greatest amount of payments and benefits, notwithstanding that all or some portion thereof may be subject to the PaymentExcise Tax. Any In the event of a reduction made pursuant hereunder, the Executive will be given the choice of which payments or benefits to this Section 19 reduce to the extent practicable for the Company. The foregoing calculations shall be made in accordance with the following order of priority: (i) Full Credit Payments (as defined below) that are payable in cash, (ii) non-cash Full Credit Payments that are taxable, (iii) non-cash Full Credit Payments that are not taxable, (iv) Partial Credit Payments (as defined below), (v) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market value of the optioned stock. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value Company’s expense by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services an accounting firm selected by the Company. The Executive shall remain solely liable for all income taxes, the Company’s legal counsel Excise Tax, or such other person amounts assessed on any payments or entity benefits to which the parties mutually agree (the “Firm”), whose determination will Executive is entitled and nothing in this Agreement or otherwise shall be conclusive and binding upon Executive and interpreted as obligating the Company for all purposes. For purposes of making to pay (or reimburse the calculations required Executive for) any income taxes, Excise Taxes, or other taxes or amounts assessed against or incurred by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19the Executive’s receipt of such payments and benefits.

Golden Parachute. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if any payment or benefit Executive would receive from the Company or otherwise (is a “Payment”disqualified individual” (as defined in section 280G(c) of the Code) and the benefits and payments provided for in this Agreement, together with any other payments or vesting of equity awards which Executive has the right to receive on account of a “change in control” (defined for this purpose in section 280G of the Code) would (a) constitute in the aggregate result in a “parachute payment” within (as defined in section 280G(b)(2) of the meaning Code) to Executive, the amount of Internal Revenue Code Section 280G such change in control payments shall be reduced by the Company so that the aggregate of payments to Executive is the maximum change in control payment that does not constitute a parachute payment (such amount referred to herein as the “Code Section 280GSafe Harbor Payment”); and provided, however, such reduction shall not be applied if the net payment to Executive (bafter considering the effect of applicable excise taxes under section 4999 of the Code) but for this Section 19is greater than the Safe Harbor Payment. If, as a result of the above calculations, payments or benefits are to be subject reduced to the excise tax imposed by Internal Revenue Code Section 4999 (Safe Harbor Payment, the “Excise Tax”), then such Payment reduction shall be equal to the Reduced Amount. For purposes of this Agreement, the “Reduced Amount” shall be either (x) the largest portion of the Payment that would result applied in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 shall be made in accordance with the following order of priorityorder: (i) Full Credit Payments (as defined below) cash severance pay that are payable in cashis exempt from section 409A, (ii) non-any other cash Full Credit Payments that are taxableseverance pay, (iii) non-cash Full Credit Payments that are not taxablecontinued health care benefits, (iv) Partial Credit Payments (as defined below)any restricted stock, (v) non-cash employee welfare benefits any equity awards other than restricted stock and stock options, and (vi) stock options whose exercise price exceeds the fair market value of the optioned stock. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductionsoptions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will shall be made in writing by a certified professional services firm selected an independent advisor designated by the Company, the Company’s legal counsel or such other person or entity Company and reasonably acceptable to which the parties mutually agree Executive (the “FirmIndependent Advisor”), whose determination will shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by under this Section 19Section, the Firm Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section sections 280G and Internal Revenue Code Section 49994999 of the Code; provided that the Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate in the absence of clear evidence to the contrary. The Company and Executive will shall furnish to the Firm Independent Advisor such information and documents as the Firm Independent Advisor may reasonably request in order to make a determination under this Section 19Section. The Company will shall bear all costs that the Firm Independent Advisor may reasonably incur in connection with any calculations contemplated by this Section 19Section.