Common use of Gross-Up Payment Clause in Contracts

Gross-Up Payment. (A) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax imposed by Code Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), Executive shall be entitled to receive an additional payment (a “Gross-Up 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, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the “Severance Payments”), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Internal Revenue Code Section 4999 4999, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment or payments (a collectively, the “Gross-Up Payment”) in an amount such that the net amount retained by the Executive, after deduction of any Excise Tax on the Severance Payments, any Federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by Executive of all taxes (including this Section, and any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Section 6(c)(iii) below, all determinations required to be made under this Section 7(g)(ii6(c)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other a nationally recognized accounting firm as may be designated selected and paid for by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within ten (10) 15 business days of the receipt of notice from Executive that there has been a PaymentTermination Date, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or the Executive. For purposes of determining the amount of any the Gross-Up Payment, the Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of the Executive’s residence or place of employment in on the calendar year in which any such Gross-Up Payment is to be madeTermination Date, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(ii6(c)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority relevant tax authorities as withholding taxes on Executive’s behalf) behalf of the Executive at such time or times when due. If the Accounting Firm determines that no each Excise Tax payment is payable by Executive, it shall so indicate to Executive in writingdue. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))the Executive. As a result of the uncertainty in the application of Internal Revenue Code Section 49994999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C6(c)(iii) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by the Executive in connection with the proceedings described in Section 6(c)(iii) below, shall be promptly paid by the Company to or for the benefit relevant tax authorities as withholding taxes on behalf of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due), unless failure to do so could reasonably be expected to result in any criminal liability for the Executive. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, the Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties, and any accounting or legal fees reasonably incurred by the Executive) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on . (iv) In the foregoing provisions of this Section 7(g)(ii)(C), event the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from pays any Excise Tax or income tax (including interest other taxes or penalties with respect thereto) imposed with respect to such advance or with respect to incurs any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to expenses which a Gross-Up Payment otherwise would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(iiparagraph 6(c), then the amount paid by the Executive shall be promptly reimbursed to him by the Company; provided that the Executive provides evidence of such payments to the Company within thirty (30) days of making such payments. (v) If, after a Gross-Up Payment by the Company on behalf of the Executive pursuant to this Section 6(c), the Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, the Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C6(c)(iii)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In the event a. If it shall be determined that any paymentamount, right or benefit paid, distributed or distribution (treated as paid or combination thereof) by the Company, any Affiliate, or one or more trusts established distributed by the Company or any Affiliate for the benefit of their employees, its affiliates to or for the Executive's benefit of Executive (whether paid or other than any amounts payable or distributed or distributable pursuant to the terms of this Agreement, or otherwiseSection 12) (a “"Payment”") is would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986 (the "Code"), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as collectively, the “"Excise Tax”"), then Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount equal to the amount necessary such that after payment by Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) b. All determinations required to be made under this Section 7(g)(ii)12, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company Company's independent auditors (the “Accounting Firm”"Auditor"), which . The Auditor shall provide detailed supporting calculations to both to the Company and Executive within ten (10) 15 business days of the receipt of notice from Executive or the Company that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm Auditor shall be borne solely paid by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii)12, shall be paid by the Company to Executive (or to the appropriate Internal Revenue Service or other applicable taxing authority on Executive’s 's behalf) when duewithin 5 days of the receipt of the Auditor's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination All determinations made by the Accounting Firm Auditor shall be binding upon the Company and Executive; provided that following any payment of a Gross-Up Payment to Executive (subject or to the Internal Revenue Service or other applicable taxing authority on Executive's behalf), the Company may require Executive to xxx for a refund of all or any portion of the Excise Taxes paid on Executive's behalf, in which event the provisions of Section 7(g)(ii)(C))12(c) below shall apply. As a result of the uncertainty in regarding the application of Section 4999 of the Code Section 4999hereunder, it is possible that the amount Internal Revenue Service may assert that Excise Taxes are due that were not included in the Auditor's calculation of the Gross-Up Payment determined by the Accounting Firm to be due to Payments (or on behalf of) Executive was lower than the amount actually due (“an Underpayment”"). In the event that the Company exhausts its remedies pursuant to this Section 7(g)(ii)(C) 12 and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm Auditor shall determine the amount of the Underpayment that has occurred, occurred and any such Underpayment additional Gross-Up Payments that are due as a result thereof shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than or to the calendar year following the calendar year in which such tax was payableInternal Revenue Service or other applicable taxing authority on Executive's behalf). (C) c. Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) 10 business days after Executive is informed in writing receives written notification of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) 30 day period following the date on which he it gives such notice to the Company Company) (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall shall: (i) give the Company any all information reasonably requested by the Company relating to such claim, ; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, Company and ceasing all efforts to contest such claim; (iii) cooperate with the Company in good faith in order to effectively contest such claim claim; and (iv) permit the Company to participate in any proceedings proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all reasonable costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for from any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expensesexpense. Without limitation on limiting the foregoing provisions of this Section 7(g)(ii)(C)12, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determinedetermine and direct; provided provided, however that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, and further provided that if Executive is required to extend any extension of the statute of limitations relating to enable the Company payment of taxes for Executive's taxable year with respect to contest which such claim, Executive may limit this extension contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) d. If, after the Executive's receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii)12, the Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, the Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the Executive's receipt by Executive of an amount advanced by the Company pursuant to this Section 7(g)(ii)(C)12, a determination is made that the Executive shall not be entitled to any refund with respect to such claim, claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) 30 days after the Company's receipt of notice of such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In the event If it shall be is determined that any paymentamount, right or benefit or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (whether paid or payable (or distributed otherwise provided or distributable pursuant to be provided) to the terms Executive by Wintrust or any of its affiliates under this AgreementAgreement or any other plan, program or otherwisearrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (a collectively, the “PaymentPayments”) is ), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Code Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment (a “Gross-Up Payment”) in within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), includingincluding any Excise Tax, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. (B) . All determinations required to be made under this Section 7(g)(ii9(f)(iii), including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both to the Company Wintrust and Executive within ten (10) business days of the receipt of notice from Executive following any determination that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal ratesnecessary. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), auditor shall be paid by the Company to Executive (or Wintrust. If no determination by Wintrust’s auditors is made prior to the appropriate taxing authority on Executive’s behalf) when due. If time a tax return reflecting the Accounting Firm determines that no Excise Tax total Payments is payable required to be filed by Executive, it shall so indicate Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in writingsuch tax return, within 30 days of the filing of such tax return. Any determination All determinations made by the Accounting Firm such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the Company and total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive (subject shall be entitled to Section 7(g)(ii)(C)). As a result receive the full Gross-Up Payment calculated on the basis of the uncertainty amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the application Executive in excess of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be actually entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determinationhereunder, then such advance excess shall be forgiven and shall not be required reimbursed by the Executive to be repaid, and the amount Wintrust within 30 days of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paiddetermination. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the "Severance Payments"), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that the net amount retained by Executive, after deduction of any Excise Tax on the Severance Payments, any Federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by Executive of all taxes (including this subsection, and any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Subparagraph 8(b)(iii), all determinations required to be made under this Section 7(g)(iiSubparagraph 8(b)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, KPMG LLP or such any other nationally recognized accounting firm as may be designated selected by the Company (the “"Accounting Firm”"), which shall provide detailed supporting calculations both to the Company and Executive within ten fifteen (1015) business days of the receipt Date of notice from Executive that there has been a PaymentTermination, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or Executive. For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of Executive’s 's residence or place on the Date of employment in the calendar year in which any such Gross-Up Payment is to be madeTermination, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(iiSubparagraph 8(b)(iii), shall be paid by the Company to Executive within five (or to 5) days of the appropriate taxing authority on Executive’s behalf) when due. If receipt of the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writingFirm's determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (“an "Underpayment”"). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by Executive in connection with the proceedings described in Subparagraph 8(b)(iii), shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, , (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(CSubparagraph 8(b)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, Executive on an interest-free basis, basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) , imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, and further provided that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest which such claim, Executive may limit this extension contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. (Div) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(iiSubparagraph 8(b)(iii), Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s 's complying with the requirements of Section 7(g)(ii)(CSubparagraph 8(b)(iii)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii), a determination is made that Executive shall not be entitled to any refund with respect to such claim, claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax imposed by Code Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), Executive shall be entitled to receive an additional payment (a “Gross-Up 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, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.,

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the “Severance Payments”), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (a collectively, the “Gross-Up Payment”) in an amount such that the net amount retained by Executive, after payment deduction of (x) any Excise Tax on the Severance Payments, (y) any Federal, state, and local income tax, employment tax and Excise Tax, in each case resulting from the Gross-Up Payment provided by Executive of all taxes this Subparagraph 8(b)(i), and (including z) any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, but without deducting any other amounts that may be payable by Executive as a result of the Severance Payments, including, without limitation, any federalFederal, state state, and local income taxes and tax or employment taxes tax, other than those specifically described clauses (and any interest and penalties imposed with respect theretox), (y) and the Excise Tax imposed upon the Gross-Up Payment(z) above, Executive retains an amount due as a result of the Gross-Up Payment Severance Payments, shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Subparagraph 8(b)(iii), all determinations required to be made under this Section 7(g)(iiSubparagraph 8(b)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, KPMG LLP or such any other nationally recognized accounting firm as may be designated selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten fifteen (1015) business days of the receipt Date of notice from Executive that there has been a PaymentTermination, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or Executive. For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of Executive’s residence or place on the Date of employment in the calendar year in which any such Gross-Up Payment is to be madeTermination, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(iiSubparagraph 8(b)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority relevant tax authorities as withholding taxes on Executive’s behalf) behalf of the Executive at such time or times as when due. If the Accounting Firm determines that no each Excise Tax payment is payable by Executive, it shall so indicate to Executive in writingdue. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by Executive in connection with the proceedings described in Subparagraph 8(b)(iii), shall be promptly paid by the Company to or for the benefit relevant tax authorities as withholding taxes on behalf of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, , (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(CSubparagraph 8(b)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided provided, however, that if the Company directs Executive to pay such claim and xxx sxx for a refund, the Company shall advance pay such amount to the amount applicable tax authority on behalf of such payment to Executive, on the Executive as an interestadditional Gross-free basis, Up Payment and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) imposed with respect to such advance thereto or with respect to any imputed income with respect to such advanceincome; provided, further, and further provided that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest which such claim, Executive may limit this extension contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. (Div) If, after the receipt by Executive of an amount paid or advanced a Gross-Up Payment by the Company on behalf of the Executive pursuant to this Section 7(g)(iiSubparagraph 8(b)(iii), Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(CSubparagraph 8(b)(iii)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. If, notwithstanding clause (Aa) In the event above, it shall be is determined (pursuant to Section 13(b)(ii)) or finally determined (as defined in Section 13(b)(iii)) that any payment, benefit or distribution (or combination thereof) by the Companydistribution, any Affiliatetransfer, or one or more trusts established benefit by the Company or any Affiliate for a direct or indirect subsidiary or affiliate of the benefit of their employeesCompany, to or for the benefit of Executive or Executive's dependents, heirs or beneficiaries (whether paid such payment, distribution, transfer, benefit or payable or distributed or distributable other event occurs pursuant to the terms of this Agreement, Agreement or otherwise, but determined without regard to any additional payments required under this Section 13(b)) (each a “"Payment”" and collectively the "Payments") is subject to the excise tax imposed by Code Section 4999 of the Code, and any successor provision or any interest comparable provision of state or penalties are local income tax law (collectively, "Section 4999"), or any interest, penalty or addition to tax is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest interest, penalty, and penaltiesaddition to tax, hereinafter collectively referred to as the “"Excise Tax”"), then, within ten (10) days after such determination or final determination, as the case may be, the Company shall pay to Executive shall be entitled (or to receive the applicable taxing authority on Executive's behalf) an additional cash payment (a “hereinafter referred to as the "Gross-Up Payment”") in equal to an amount such that after payment by Executive of all taxes (including any interest taxes, interest, penalties, additions to tax and costs imposed or penalties imposed incurred with respect to such taxes), the Gross-Up Payment (including, without limitation, any federal, state income and local income excise taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment), Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the such Payment or Payments. (B) All determinations required . This provision is intended to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and put Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, same position as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that would have been had no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding been imposed upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authorityPayment. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In the event it shall be determined that If any payment, acceleration of stock options, restricted shares or other equity award or other benefit made or distribution (or combination thereof) by provided to the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to collectively, the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax imposed by Code Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), the Executive shall will be entitled to receive receive, not later than the end of the Executive’s taxable year following the taxable year in which the Excise Tax is paid, an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under Payment. Notwithstanding the foregoing provisions of this Section 7(g)(ii6.F(2)(e), including whether and when if it shall be determined that the Executive is entitled to a Gross-Up Payment is required and but the Payment does not exceed 110% of the greatest amount of such that could be paid to the Executive without giving rise to any Excise Tax (the “Safe Harbor Amount”), then no Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Payment, in the aggregate, is reduced to the Safe Harbor Amount. Any such reduction shall be applied first to the payments that the Executive designates for that purpose. Any determination required under this Section 6.F(2)(e) shall be made conclusively by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized a national independent public accounting firm reasonably acceptable to the Executive as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax imposed by Code Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), Executive shall be entitled to receive an additional payment (a “Gross-Up 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, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he she gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.,

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the “Severance Payments”), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Code Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that the net amount retained by Executive, after deduction of any Excise Tax on the Severance Payments, any Federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by Executive of all taxes (including this Section, and any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Subparagraph 6(c)(iii) below, all determinations required to be made under this Section 7(g)(iiSubparagraph 6(c)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other a nationally recognized accounting firm as may be designated selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within ten fifteen (1015) business days of the receipt Date of notice from Executive that there has been a PaymentTermination, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or Executive. For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal Federal income tax taxes at the highest marginal rates rate of Federal income taxation applicable to individuals in for the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Executive’s residence on the Date of Termination, net of the maximum reduction in federal Federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(iiSubparagraph 6(c)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority authorities as withholding taxes on Executive’s behalf) behalf of Executive at such time or times when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writingdue. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(CSubparagraph 6(c)(iii) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by Executive in connection with the proceedings described in Subparagraph 6(c)(iii) below, shall be promptly paid by the Company to or the taxing authorities for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(CSubparagraph 6(c)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided provided, however, that if the Company directs the Executive to pay such claim and xxx sxx for a refund, the Company shall advance the amount of such payment to Executive, Executive on an interest-free basis, basis (to the extent not prohibited by applicable law) and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) , imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, and further provided that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest which such claim, Executive may limit this extension contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. (Div) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(iiSubparagraph 6(c)(iii), Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(CSubparagraph 6(c)(iii)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(CSubparagraph 6(c)(iii), a determination is made that Executive shall not be entitled to any refund with respect to such claim, claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. If, notwithstanding clause (Aa) In the event above, it shall be is determined (pursuant to Section 13(b)(ii)) or finally determined (as defined in Section 13(b)(iii)) that any payment, benefit or distribution (or combination thereof) by the Companydistribution, any Affiliatetransfer, or one or more trusts established benefit by the Company or any Affiliate for a direct or indirect subsidiary or affiliate of the benefit of their employeesCompany, to or for the benefit of Executive or Executive’s dependents, heirs or beneficiaries (whether paid such payment, distribution, transfer, benefit or payable or distributed or distributable other event occurs pursuant to the terms of this Agreement, Agreement or otherwise, but determined without regard to any additional payments required under this Section 13(b)) (each a “Payment” and collectively the “Payments”) is subject to the excise tax imposed by Code Section 4999 of the Code, and any successor provision or any interest comparable provision of state or penalties are local income tax law (collectively, “Section 4999”), or any interest, penalty or addition to tax is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest interest, penalty, and penaltiesaddition to tax, hereinafter collectively referred to as the “Excise Tax”), then, within ten (10) days after such determination or final determination, as the case may be, the Company shall pay to Executive shall be entitled (or to receive the applicable taxing authority on Executive’s behalf) an additional cash payment (a hereinafter referred to as the “Gross-Up Payment”) in equal to an amount such that after payment by Executive of all taxes (including any interest taxes, interest, penalties, additions to tax and costs imposed or penalties imposed incurred with respect to such taxes), the Gross-Up Payment (including, without limitation, any federal, state income and local income excise taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment), Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the such Payment or Payments. (B) All determinations required . This provision is intended to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and put Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, same position as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that would have been had no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding been imposed upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authorityPayment. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In the event it Any determination pursuant to this Section 6 shall be made only after giving effect to Section 4(b). (a) If it is determined (as hereafter provided) that any payment, benefit payment (other than the Gross-Up Payment provided for in this Section 6) or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or otherwise) the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”) is ), would be subject to the excise tax imposed by Code Section 4999 of the Code, or to any similar tax imposed by state or local law, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, hereinafter are hereafter collectively referred to as the “Excise Tax”), then Executive shall will be entitled to receive an additional payment or payments (a “Gross-Up Payment”) in an amount such that that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), includingincluding any Excise Tax, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (Bb) All Subject to the provisions of Section 6(f) hereof, all determinations required to be made under this Section 7(g)(ii)6, including whether an Excise Tax is payable by Executive and when the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall will be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other a nationally recognized accounting firm as may be designated by the Company of certified public accountants (the “Accounting Firm”)) selected by the Company, which shall provide may be the Company’s regular outside auditors. The Company will direct the Accounting Firm to submit its determination and detailed supporting calculations to both to the Company and Executive within ten (10) business 30 calendar days after the date of the receipt Change in Control or the date of notice from Executive that there has been a PaymentExecutive’s termination of employment, if applicable, and any other such time or such earlier time times as is may be requested by the Company; provided Company or Executive. If the Accounting Firm determines that for purposes of determining any Excise Tax is payable by Executive, the amount of any Gross-Up Payment, Executive shall be deemed to Company will pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such required Gross-Up Payment is to be made and deemed Executive no later than five calendar days prior to pay state and local income taxes at the highest effective rates applicable to individuals in due date for the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at return on which the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when dueExcise Tax is included. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate will, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to Executive in writingreport any Excise Tax on his federal, state, local income or other tax return. Any determination by the Accounting Firm shall as to the amount of the Gross-Up Payment will be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 7(g)(ii)(C6(f) hereof and Executive thereafter is required to make a payment of any Excise Tax, Executive shall so notify the Company, which will direct the Accounting Firm shall to determine the amount of the Underpayment that has occurred, occurred and any to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall will be promptly paid by the Company to to, or for the benefit of, Executive within five business days after receipt of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)determination and calculations. (Cc) The Company and Executive will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 6(b) hereof. (d) The federal, state and local income or other tax returns filed by Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by Executive. Executive will make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of Executive’s federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, Executive will within five business days pay to the Company the amount of such reduction. (e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Sections 6(b) and (d) hereof will be borne by the Company. If such fees and expenses are initially advanced by Executive, the Company will reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof. (f) Executive shall will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any a Gross-Up Payment. Such notification shall will be given as soon promptly as practicable but no later than ten (10) business days after Executive is informed in writing actually receives notice of such claim and shall Executive will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paidpaid (in each case, to the extent known by Executive). Executive shall will not pay such claim prior to the earlier of (i) the expiration of the thirty (30) -calendar-day period following the date on which he gives such notice to the Company and (or such shorter period ending on ii) the date that any payment of taxes an amount with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall will: (i) give provide the Company with any information written records or documents in his possession relating to such claim reasonably requested by the Company relating to such claim, Company; (ii) take such action in connection with contesting such claim as the Company shall will reasonably request in writing from time to time, including, including without limitation, limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company, ; (iii) cooperate with the Company in good faith in order effectively to effectively contest such claim and claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall will indemnify and hold Executive harmlessharmless Executive, on an after-tax basis, for and against any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this Section 7(g)(ii)(C6(f), the Company shall will control all proceedings taken in connection with such the contest of any claim contemplated by this Section 6(f) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided that Executive may participate therein at his own cost and expense) and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall will determine; provided provided, however, that if the Company directs Executive to pay such claim the tax claimed and xxx for a refund, the Company shall will advance the amount of such payment to Executive, Executive on an interest-free basis, basis and shall will indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) , imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, and provided further, however, that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest such claim, Executive may limit this extension which the contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s control of the contest shall any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (Dg) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii)6(f) hereof, Executive becomes entitled to receive receives any refund with respect to a Gross-Up Paymentsuch claim, Executive shall will (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)6(f) hereof) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C)6(f) hereof, a determination is made that Executive shall will not be entitled to any refund with respect to such claim, claim and the Company does not notify Executive in writing of its intent to contest such denial of or refund prior to the expiration of thirty (30) 30 calendar days after such determination, then such advance shall will be forgiven and shall will not be required to be repaid, repaid and the amount of such advance shall will offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments paid pursuant to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than 6. If, after the end receipt by Executive of a Gross-Up Payment but before the payment by the Executive of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigationTax, it is determined by the Accounting Firm that no additional the Excise Tax has become duepayable by Executive is less than the amount originally computed by the Accounting Firm and consequently that the amount of the Gross-Up Payment is larger than that required by this Section 6, the end of Executive shall promptly refund to the calendar year in Company the amount by which the audit is completed or there is a final and nonGross-appealable settlement or other resolutionUp Payment initially made to Executive exceeds the Gross-Up Payment required under this Section 6.

Gross-Up Payment. (A) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax imposed by Code Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), Executive shall be entitled to receive an additional payment (a “Gross-Up 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, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s 's residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii7(g), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax imposed by Code Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), Executive shall be entitled to receive an additional payment (a “Gross-Up 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, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s 's residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s 's behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s 's complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the “Severance Payments”), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (a collectively, the “Gross-Up Payment”) in an amount such that the net amount retained by Executive, after payment deduction of (x) any Excise Tax on the Severance Payments, (y) any Federal, state, and local income tax, employment tax and Excise Tax, in each case resulting from the Gross-Up Payment provided by Executive of all taxes this Subparagraph 8(b)(i), and (including z) any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, but without deducting any other amounts that may be payable by Executive as a result of the Severance Payments, including, without limitation, any federalFederal, state state, and local income taxes and tax or employment taxes tax, other than those specifically described clauses (and any interest and penalties imposed with respect theretox), (y) and the Excise Tax imposed upon the Gross-Up Payment(z) above, Executive retains an amount due as a result of the Gross-Up Payment Severance Payments, shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Subparagraph 8(b)(iii), all determinations required to be made under this Section 7(g)(iiSubparagraph 8(b)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, KPMG LLP or such any other nationally recognized accounting firm as may be designated selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten fifteen (1015) business days of the receipt Date of notice from Executive that there has been a PaymentTermination, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or Executive. For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of Executive’s residence or place on the Date of employment in the calendar year in which any such Gross-Up Payment is to be madeTermination, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(iiSubparagraph 8(b)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority relevant tax authorities as withholding taxes on Executive’s behalf) behalf of the Executive at such time or times as when due. If the Accounting Firm determines that no each Excise Tax payment is payable by Executive, it shall so indicate to Executive in writingdue. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by Executive in connection with the proceedings described in Subparagraph 8(b)(iii), shall be promptly paid by the Company to or for the benefit relevant tax authorities as withholding taxes on behalf of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, , (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(CSubparagraph 8(b)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance pay such amount to the amount applicable tax authority on behalf of such payment to Executive, on the Executive as an interestadditional Gross-free basis, Up Payment and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) imposed with respect to such advance thereto or with respect to any imputed income with respect to such advanceincome; provided, further, and further provided that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest which such claim, Executive may limit this extension contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. (Div) If, after the receipt by Executive of an amount paid or advanced a Gross-Up Payment by the Company on behalf of the Executive pursuant to this Section 7(g)(iiSubparagraph 8(b)(iii), Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(CSubparagraph 8(b)(iii)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In Notwithstanding anything herein to the contrary, in the event it shall be determined that any paymentpayments to the Executive pursuant to this Agreement or under any other agreement, benefit plan or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by arrangement of the Company or any Affiliate for (the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise"Change in Control Payments") (a “Payment”) is become subject to the excise tax imposed by Code Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax of the Code (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “"Excise Tax”"), the Company shall pay to the Executive shall be entitled to receive at the time specified below, an additional payment cash amount (a “the "Gross-Up Payment”") in an amount such that the net amount retained by the Executive after payment by Executive deduction of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, Excise Tax on the Change in Control Payments and any federal, state and local income taxes tax and employment taxes (and Excise Tax upon the payment provided by this paragraph, shall be equal to the Change in Control Payments. For purposes of determining whether any interest and penalties imposed with respect thereto) and of the Change in Control Payments will be subject to the Excise Tax imposed upon and the amount of such Excise Tax, (a) any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or U.S. Home Corporation shall be treated as "parachute payments" within the meaning of Section 280G of the Code, and all "excess parachute payments" within the meaning of such Section 280G shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, and (b) the value of any non-cash benefits or any deferred payment or benefits shall be determined by such independent auditors in accordance with the principles of Section 280G of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax taxes at the highest marginal rates applicable to individuals rate of federal income taxation in the calendar year in which any such the Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of taxation in the state or and locality of Executive’s his residence or place on the date of his termination of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.18

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the "Severance Payments"), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Code Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that the net amount retained by the Executive, after deduction of any Excise Tax on the Severance Payments, any federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by Executive of all taxes (including this Section 6(a)(i), and any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Section 6(a)(iii) below, all determinations required to be made under this Section 7(g)(ii6(a)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other a nationally recognized accounting firm as may be designated selected by the Company (the “"Accounting Firm”"), which shall provide detailed supporting calculations both to the Company and the Executive within ten (10) 15 business days of the receipt Date of notice from Executive that there has been a PaymentTermination, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or the Executive. For purposes of determining the amount of any the Gross-Up Payment, the Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of the Executive’s 's residence or place on the Date of employment in the calendar year in which any such Gross-Up Payment is to be madeTermination, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(ii6(a)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If Executive within five days of the receipt of the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writingFirm's determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))the Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (“an "Underpayment”"). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C6(a)(iii) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by the Executive in connection with the proceedings described in Section 6(a)(iii) below, shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, the Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C6(a)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, the Executive on an interest-free basis, basis (to the extent not prohibited by applicable law) and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) , imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, and further provided that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of the Executive with respect to contest which such claim, Executive may limit this extension contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. (Div) If, after the receipt by the Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii)6(a)(iii) above, the Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, the Executive shall (subject to the Company’s 's complying with the requirements of Section 7(g)(ii)(C)6(a)(iii) above) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C)6(a)(iii) above, a determination is made that the Executive shall not be entitled to any refund with respect to such claim, claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise) otherwise (a the “Payment”) is subject to ), would constitute an “excess parachute payment” within the excise tax imposed by Code meaning of Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as 280G of the “Excise Tax”)Code, Executive shall be entitled to receive paid an additional payment amount (a the “Gross-Up Payment”) in an amount such that after payment the net amount retained by Executive after deduction of all taxes (including any interest or penalties excise tax imposed with respect to such taxes)under Section 4999 of the Code, including, without limitation, and any federal, state and local income taxes and employment taxes (tax and any interest and penalties imposed with respect thereto) and the Excise Tax excise tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for . For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rates applicable to individuals rate of federal income and employment taxation in the calendar year in which any such the Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals marginal rate of taxation in the state or and locality of Executive’s residence or place of employment in (or, if greater, the calendar year state and locality in which any such Gross-Up Payment Executive is required to be madefile a nonresident income tax return with respect to the Payment) on the date on which Executive’s employment terminates, net of the maximum reduction in federal income taxes that can may be obtained from the deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. 4.7.1. All fees and expenses of the Accounting Firm determinations to be made under this Section 4.7 shall be borne solely made by a nationally-recognized independent public accountant (the Company“Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the Company and Executive within 30 days of each of a Change of Control and the termination of Executive’s employment. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any such determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (C) 4.7.2. Executive shall notify the Company in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by the Company of any the Gross-Up PaymentPayment (taking into account any amounts theretofore already paid by the Company). Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall shall: (ia) give the Company any information reasonably requested request by the Company relating to such claim, ; (iib) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, ; (iiic) cooperate with the Company in good faith in order to effectively contest such claim and claim; and (ivd) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or excise tax, income tax (or employment tax, including interest and penalties penalties, with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this Section 7(g)(ii)(C)4.7.2, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided further, however, that if the Company directs Executive to pay such claim and xxx for a refund, refund the Company shall advance the amount of such payment to Executive, on an interest-free basis, basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or excise tax, income tax (or employment tax, including interest or penalties with respect thereto) , imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, and provided further that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest which such claim, Executive may limit this extension contested amount is claim to be due is limited solely to such contested amount. The Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) 4.7.3. If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii)4.7, Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to this Section 7(g)(ii)(C)4.7, a determination is made that Executive shall not be entitled to any refund with respect to such claim, claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For 4.7.4. All of the avoidance fees and expenses of doubt, all payments the Accounting Firm in performing determinations referred to or for the benefit of Executive provided for in this Section 7(g)(ii) subsections 4.7.1 and 4.7.2 above shall be made no later than borne solely by the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolutionCompany.

Gross-Up Payment. (A) In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise) otherwise (a the “Payment”) is subject to ), would constitute an “excess parachute payment” within the excise tax imposed by Code meaning of Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as 280G of the “Excise Tax”)Code, Executive shall be entitled to receive paid an additional payment amount (a the “Gross-Up Payment”) in an amount such that after payment the net amount retained by Executive after deduction of all taxes (including any interest or penalties excise tax imposed with respect to such taxes)under Section 4999 of the Code, including, without limitation, and any federal, state and local income taxes and employment taxes (tax and any interest and penalties imposed with respect thereto) and the Excise Tax excise tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for . For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rates applicable to individuals rate of federal income and employment taxation in the calendar year in which any such the Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals marginal rate of taxation in the state or and locality of Executive’s residence or place of employment in (or, if greater, the calendar year state and locality in which any such Gross-Up Payment Executive is required to be madefile a nonresident income tax return with respect to the Payment) on the date on which Executive’s employment terminates, net of the maximum reduction in federal income taxes that can may be obtained from the deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. 4.6.1. All fees and expenses of the Accounting Firm determinations to be made under this Section 4.6 shall be borne solely made by a nationally-recognized independent public accountant (the Company“Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the Company and Executive within 30 days of each of a Change of Control and the termination of Executive’s employment. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any such determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (C) 4.6.2. Executive shall notify the Company in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by the Company of any the Gross-Up PaymentPayment (taking into account any amounts theretofore already paid by the Company). Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall shall: (ia) give the Company any information reasonably requested request by the Company relating to such claim, ; (iib) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, ; (iiic) cooperate with the Company in good faith in order to effectively contest such claim and claim; and (ivd) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or excise tax, income tax (or employment tax, including interest and penalties penalties, with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this Section 7(g)(ii)(C)4.6.2, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided further, however, that if the Company directs Executive to pay such claim and xxx for a refund, refund the Company shall advance the amount of such payment to Executive, on an interest-free basis, basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or excise tax, income tax (or employment tax, including interest or penalties with respect thereto) , imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, and provided further that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest which such claim, Executive may limit this extension contested amount is claim to be due is limited solely to such contested amount. The Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) 4.6.3. If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii)4.6, Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to this Section 7(g)(ii)(C)4.7, a determination is made that Executive shall not be entitled to any refund with respect to such claim, claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For 4.6.4. All of the avoidance fees and expenses of doubt, all payments the Accounting Firm in performing determinations referred to or for the benefit of Executive provided for in this Section 7(g)(ii) subsections 4.6.1 and 4.6.2 above shall be made no later than borne solely by the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolutionCompany.

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that the amount of any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise) , calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (a the “PaymentCode”) is and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Code Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment or payments (a collectively, the “Gross-Up Payment”) in an amount such that the net amount retained by the Executive, after deduction of any Excise Tax on the Severance Payments, any Federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by Executive of all taxes (including this Section, and any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Section 5(b)(iii) below, all determinations required to be made under this Section 7(g)(ii5(b)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other a nationally recognized accounting firm as may be designated selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within ten (10) 15 business days of the receipt Date of notice from Executive that there has been a PaymentTermination, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or the Executive. For purposes of determining the amount of any the Gross-Up Payment, the Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of the Executive’s residence or place on the Date of employment in the calendar year in which any such Gross-Up Payment is to be madeTermination, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(ii5(b)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority relevant tax authorities as withholding taxes on Executive’s behalf) behalf of the Executive at such time or times when due. If the Accounting Firm determines that no each Excise Tax payment is payable by Executive, it shall so indicate to Executive in writingdue. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))the Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C5(b)(iii) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by the Executive in connection with the proceedings described in Section 5(b)(iii) below, shall be promptly paid by the Company to or for the benefit relevant tax authorities as withholding taxes on behalf of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, the Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, , (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C). (iv) If, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which after a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company on behalf of the Executive pursuant to this Section 7(g)(ii5(b), the Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, the Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C5(b)(iii)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Aa) In Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that Executive becomes entitled to receive or receives any paymentpayment or benefit under this Agreement or under any other plan, benefit agreement, or distribution (or combination thereof) by arrangement with the Company, any Affiliate, person whose actions result in a Change of Control or one or more trusts established by any person affiliated with the Company or such person (all such payments and benefits, excluding the Gross-Up Payment, being referred to herein as the “Total Payments”) and it is determined that any Affiliate for of the benefit of their employees, Total Payments will be subject to or for the benefit of Executive (whether paid or payable or distributed or distributable any excise tax pursuant to Section 4999 of the terms Internal Revenue Code of this Agreement1986, or otherwise) as amended (a the “PaymentCode”) is subject to the excise tax imposed by Code Section 4999 or any interest similar or penalties are incurred by Executive with respect to such excise tax successor provision (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), Executive the Company shall be entitled to receive make an additional lump-sum cash payment to Executive (a the “Gross-Up Payment”) in an amount such that after payment the net amount retained by Executive from the Total Payments, after deduction of all taxes (including any interest or penalties imposed with respect to such taxes)i) the Excise Tax on the Total Payments, including, without limitation, and (ii) any federal, foreign, state and or local income taxes or employment tax and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon on the Gross-Up Payment, Executive retains an but before deduction for any federal, foreign, state or local income or employment tax withholding on the Total Payments, shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Gross-Up Payment equal shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the date of termination of Executive’s employment, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the Excise Tax imposed upon maximum limitation applicable to itemized deductions under Section 68 of the PaymentsCode and any other limitations applicable to the deduction of state and local income taxes under the Code). (Bb) All determinations required to be made under this Section 7(g)(ii)3.3.7, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized a reputable independent public accounting firm as may be designated or independent tax counsel appointed by the Company (the “Accounting Firm”). All determinations made by the Firm under this Section 3.3.7 shall be conclusive and binding on both the Company and Executive, which and the Firm shall provide detailed its determinations and any supporting calculations both to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the receipt of notice from Executive that there has been a Paymentcircumstances described in Section 3.3.1, or such earlier time as is requested by the Company; provided . In the event that for purposes of determining the amount of any Firm determines that a Gross-Up PaymentPayment is required, Executive the Company shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at or for the highest effective rates applicable to individuals in benefit of Executive as promptly as practical after the state or locality of ExecutiveCompany’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net receipt of the maximum reduction Firm’s determination, but not later than ten (10) days after such receipt. For purposes of making its determinations under this Section 3.3.7, the Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal ratesmaking its determinations. All The Company shall bear all fees and expenses of the Accounting Firm shall be borne solely charged by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive Firm in connection with its services. (or to the appropriate taxing authority on Executive’s behalfc) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999280G and Section 4999 of the Code, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (amounts will have been paid or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid distributed by the Company to or for the benefit of Executive pursuant to this Agreement (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any including a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten ) that should not have been so paid or distributed (10an “Overpayment”) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and will fail to pay directly all costs and expenses or distribute amounts to or for the benefit of Executive pursuant to this Agreement (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive Payment) that should have been made (an “Underpayment”). In the event it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a “Final Determination”) that an Overpayment has been made, any such Overpayment shall be entitled treated for all purposes as a loan by the Company to settle Executive, which loan shall be repaid by Executive upon demand together with interest calculated at the lowest interest rate authorized for such loans under the Code without a requirement that further interest be imputed. In the event it is established pursuant to a Final Determination that an Underpayment has occurred, any such Underpayment promptly shall be paid by the Company to Executive, together with interest calculated at the lowest interest rate authorized for such loans under the Code without a requirement that further interest be imputed. The determination of Overpayment or contestUnderpayment, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive for purposes of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive 3.3.7 shall (be subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced confirmation by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paidFirm. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In the event it Any determination pursuant to this Section 6 shall be made only after giving effect to Section 4(b). (a) If it is determined (as hereafter provided) that any payment, benefit payment (other than the Gross-Up Payment provided for in this Section 6) or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or otherwise) the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “"Payment”) is "), would be subject to the excise tax imposed by Code Section 4999 of the Code, or to any similar tax imposed by state or local law, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, hereinafter are hereafter collectively referred to as the “"Excise Tax”"), then Executive shall will be entitled to receive an additional payment or payments (a “"Gross-Up Payment”") in an amount such that that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), includingincluding any Excise Tax, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (Bb) All Subject to the provisions of Section 6(f) hereof, all determinations required to be made under this Section 7(g)(ii)6, including whether an Excise Tax is payable by Executive and when the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall will be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other a nationally recognized accounting firm as of certified public accountants (the "Accounting Firm") selected by the Company, which may be designated by the Company's regular outside auditors. The Company (will direct the “Accounting Firm”), which shall provide Firm to submit its determination and detailed supporting calculations to both to the Company and Executive within ten (10) business 30 calendar days after the date of the receipt Change in Control or the date of notice from Executive that there has been a PaymentExecutive's termination of employment, if applicable, and any other such time or such earlier time times as is may be requested by the Company; provided Company or Executive. If the Accounting Firm determines that for purposes of determining any Excise Tax is payable by Executive, the amount of any Gross-Up Payment, Executive shall be deemed to Company will pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such required Gross-Up Payment is to be made and deemed Executive no later than five calendar days prior to pay state and local income taxes at the highest effective rates applicable to individuals in due date for the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal 's income tax at return on which the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when dueExcise Tax is included. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate will, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to Executive in writingreport any Excise Tax on his federal, state, local income or other tax return. Any determination by the Accounting Firm shall as to the amount of the Gross-Up Payment will be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm Company should have been made (an "Underpayment"), consistent with the calculations required to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”)made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 7(g)(ii)(C6(f) hereof and Executive thereafter is required to make a payment of any Excise Tax, Executive shall so notify the Company, which will direct the Accounting Firm shall to determine the amount of the Underpayment that has occurred, occurred and any to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall will be promptly paid by the Company to to, or for the benefit of, Executive within five business days after receipt of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)determination and calculations. (Cc) The Company and Executive will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 6(b) hereof. (d) The federal, state and local income or other tax returns filed by Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by Executive. Executive will make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of Executive's federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, Executive will within five business days pay to the Company the amount of such reduction. (e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Sections 6(b) and (d) hereof will be borne by the Company. If such fees and expenses are initially advanced by Executive, the Company will reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof. (f) Executive shall will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any a Gross-Up Payment. Such notification shall will be given as soon promptly as practicable but no later than ten (10) business days after Executive is informed in writing actually receives notice of such claim and shall Executive will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paidpaid (in each case, to the extent known by Executive). Executive shall will not pay such claim prior to the earlier of (i) the expiration of the thirty (30) -calendar-day period following the date on which he gives such notice to the Company and (or such shorter period ending on ii) the date that any payment of taxes an amount with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall will: (i) give provide the Company with any information written records or documents in his possession relating to such claim reasonably requested by the Company relating to such claim, Company; (ii) take such action in connection with contesting such claim as the Company shall will reasonably request in writing from time to time, including, including without limitation, limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company, ; (iii) cooperate with the Company in good faith in order effectively to effectively contest such claim and claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall will indemnify and hold Executive harmlessharmless Executive, on an after-tax basis, for and against any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this Section 7(g)(ii)(C6(f), the Company shall will control all proceedings taken in connection with such the contest of any claim contemplated by this Section 6(f) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided that Executive may participate therein at his own cost and expense) and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall will determine; provided provided, however, that if the Company directs Executive to pay such claim the tax claimed and xxx for a refund, the Company shall will advance the amount of such payment to Executive, Executive on an interest-free basis, basis and shall will indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) , imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, and provided further, however, that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest such claim, Executive may limit this extension which the contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s 's control of the contest shall any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (Dg) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii)6(f) hereof, Executive becomes entitled to receive receives any refund with respect to a Gross-Up Paymentsuch claim, Executive shall will (subject to the Company’s 's complying with the requirements of Section 7(g)(ii)(C)6(f) hereof) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C)6(f) hereof, a determination is made that Executive shall will not be entitled to any refund with respect to such claim, claim and the Company does not notify Executive in writing of its intent to contest such denial of or refund prior to the expiration of thirty (30) 30 calendar days after such determination, then such advance shall will be forgiven and shall will not be required to be repaid, repaid and the amount of such advance shall will offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments paid pursuant to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than 6. If, after the end receipt by Executive of a Gross-Up Payment but before the payment by the Executive of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigationTax, it is determined by the Accounting Firm that no additional the Excise Tax has become duepayable by Executive is less than the amount originally computed by the Accounting Firm and consequently that the amount of the Gross-Up Payment is larger than that required by this Section 6, the end of Executive shall promptly refund to the calendar year in Company the amount by which the audit is completed or there is a final and nonGross-appealable settlement or other resolutionUp Payment initially made to Executive exceeds the Gross-Up Payment required under this Section 6.

Gross-Up Payment. (A) In the event it Any determination pursuant to this Section 6 shall be made only after giving effect to Section 4(b). (i) If it is determined (as hereafter provided) that any payment, benefit payment (other than the Gross-Up Payment provided for in this Section 6) or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or otherwise) the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “"Payment”) is "), would be subject to the excise tax imposed by Code Section 4999 of the Code, or to any similar tax imposed by state or local law, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, hereinafter are hereafter collectively referred to as the “"Excise Tax”"), then Executive shall will be entitled to receive an additional payment or payments (a “"Gross-Up Payment”") in an amount such that that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), includingincluding any Excise Tax, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (Bii) All Subject to the provisions of Section 6(f) hereof, all determinations required to be made under this Section 7(g)(ii)6, including whether an Excise Tax is payable by Executive and when the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall will be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other a nationally recognized accounting firm as of certified public accountants (the "Accounting Firm") selected by the Company, which may be designated by the Company's regular outside auditors. The Company (will direct the “Accounting Firm”), which shall provide Firm to submit its determination and detailed supporting calculations to both to the Company and Executive within ten (10) business 30 calendar days after the date of the receipt Change in Control or the date of notice from Executive that there has been a PaymentExecutive's termination of employment, if applicable, and any other such time or such earlier time times as is may be requested by the Company; provided Company or Executive. If the Accounting Firm determines that for purposes of determining any Excise Tax is payable by Executive, the amount of any Gross-Up Payment, Executive shall be deemed to Company will pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such required Gross-Up Payment is to be made and deemed Executive no later than five calendar days prior to pay state and local income taxes at the highest effective rates applicable to individuals in due date for the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal 's income tax at return on which the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when dueExcise Tax is included. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate will, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to Executive in writingreport any Excise Tax on his federal, state, local income or other tax return. Any determination by the Accounting Firm shall as to the amount of the Gross-Up Payment will be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm Company should have been made (an "Underpayment"), consistent with the calculations required to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”)made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 7(g)(ii)(C6(f) hereof and Executive thereafter is required to make a payment of any Excise Tax, Executive shall so notify the Company, which will direct the Accounting Firm shall to determine the amount of the Underpayment that has occurred, occurred and any to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall will be promptly paid by the Company to to, or for the benefit of, Executive within five business days after receipt of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)determination and calculations. (Ciii) The Company and Executive will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 6(b) hereof. (iv) The federal, state and local income or other tax returns filed by Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by Executive. Executive will make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of Executive's federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, Executive will within five business days pay to the Company the amount of such reduction. (v) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Sections 6(b) and (d) hereof will be borne by the Company. If such fees and expenses are initially advanced by Executive, the Company will reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof. (vi) Executive shall will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any a Gross-Up Payment. Such notification shall will be given as soon promptly as practicable but no later than ten (10) business days after Executive is informed in writing actually receives notice of such claim and shall Executive will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paidpaid (in each case, to the extent known by Executive). Executive shall will not pay such claim prior to the earlier of (i) the expiration of the thirty (30) -calendar-day period following the date on which he gives such notice to the Company and (or such shorter period ending on ii) the date that any payment of taxes an amount with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall will: (iA) give provide the Company with any information written records or documents in his possession relating to such claim reasonably requested by the Company relating to such claim, Company; (iiB) take such action in connection with contesting such claim as the Company shall will reasonably request in writing from time to time, including, including without limitation, limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company, ; (iiiC) cooperate with the Company in good faith in order effectively to effectively contest such claim and claim; and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall will indemnify and hold Executive harmlessharmless Executive, on an after-tax basis, for and against any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this Section 7(g)(ii)(C6(f), the Company shall will control all proceedings taken in connection with such the contest of any claim contemplated by this Section 6(f) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided that Executive may participate therein at his own cost and expense) and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall will determine; provided provided, however, that if the Company directs Executive to pay such claim the tax claimed and xxx for a refund, the Company shall will advance the amount of such payment to Executive, Executive on an interest-free basis, basis and shall will indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) , imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, and provided further, however, that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest such claim, Executive may limit this extension which the contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s 's control of the contest shall any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (Dvii) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii)6(f) hereof, Executive becomes entitled to receive receives any refund with respect to a Gross-Up Paymentsuch claim, Executive shall will (subject to the Company’s 's complying with the requirements of Section 7(g)(ii)(C)6(f) hereof) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C)6(f) hereof, a determination is made that Executive shall will not be entitled to any refund with respect to such claim, claim and the Company does not notify Executive in writing of its intent to contest such denial of or refund prior to the expiration of thirty (30) 30 calendar days after such determination, then such advance shall will be forgiven and shall will not be required to be repaid, repaid and the amount of such advance shall will offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments paid pursuant to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than 6. If, after the end receipt by Executive of a Gross-Up Payment but before the payment by the Executive of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigationTax, it is determined by the Accounting Firm that no additional the Excise Tax has become duepayable by Executive is less than the amount originally computed by the Accounting Firm and consequently that the amount of the Gross-Up Payment is larger than that required by this Section 6, the end of Executive shall promptly refund to the calendar year in Company the amount by which the audit is completed or there is a final and nonGross-appealable settlement or other resolutionUp Payment initially made to Executive exceeds the Gross-Up Payment required under this Section 6.

Gross-Up Payment. (A) In the event it shall be determined that any payment, payment or benefit received or distribution (or combination thereof) to be received by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or any other plan, arrangement or otherwiseagreement with (A) the Company, (B) any Person (as defined in Section 5(e)) whose actions result in a "change in control" (for purposes of Section 280G of the Internal Revenue Code (the "Code")) or (C) any Person affiliated with the Company or such Person) (a “Payment”all such payments and benefits being hereinafter called "Payments") is would be subject to the excise tax imposed by Code Section 4999 of the Code (or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxcollectively, together with any such interest and penalties, hereinafter collectively referred to as the “"Excise Tax”")), then, the Company shall pay to the Executive shall be entitled to receive an additional payment amount (a “the "Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), includingincluding any Excise Tax, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for . For purposes of determining the amount of any the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals rate of federal income taxation in the calendar year in which any such the Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals marginal rate of taxation in the state or and locality of the Executive’s 's residence or place of employment in on the calendar year in date on which any such the Gross-Up Payment is to be madecalculated for purposes of this section, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant Excise Tax is subsequently determined to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Taxbe less than the amount taken into account hereunder, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested repay to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with at the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, time that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any reduction in Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.finally

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the “Severance Payments”), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (a collectively, the “Gross-Up Payment”) in an amount such that the net amount retained by Executive, after payment deduction of (x) any Excise Tax on the Severance Payments, (y) any Federal, state, and local income tax, employment tax and Excise Tax, in each case resulting from the Gross-Up Payment provided by Executive of all taxes this Subparagraph 8(b)(i), and (including z) any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, but without deducting any other amounts that may be payable by Executive as a result of the Severance Payments, including, without limitation, any federalFederal, state state, and local income taxes and tax or employment taxes tax, other than those specifically described clauses (and any interest and penalties imposed with respect theretox), (y) and the Excise Tax imposed upon the Gross-Up Payment(z) above, Executive retains an amount due as a result of the Gross-Up Payment Severance Payments, shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Subparagraph 8(b)(iii), all determinations required to be made under this Section 7(g)(iiSubparagraph 8(b)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, KPMG LLP or such any other nationally recognized accounting firm as may be designated selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten fifteen (1015) business days of the receipt Date of notice from Executive that there has been a PaymentTermination, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or Executive. For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of Executive’s residence or place on the Date of employment in the calendar year in which any such Gross-Up Payment is to be madeTermination, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(iiSubparagraph 8(b)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority relevant tax authorities as withholding taxes on Executive’s behalf) behalf of the Executive at such time or times as when due. If the Accounting Firm determines that no each Excise Tax payment is payable by Executive, it shall so indicate to Executive in writingdue. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by Executive in connection with the proceedings described in Subparagraph 8(b)(iii), shall be promptly paid by the Company to or for the benefit relevant tax authorities as withholding taxes on behalf of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.,

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the “Severance Payments”), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Internal Revenue Code Section 4999 4999, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment or payments (a collectively, the “Gross-Up Payment”) in an amount such that the net amount retained by the Executive, after deduction of any Excise Tax on the Severance Payments, any Federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by Executive of all taxes (including this Section, and any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Section 6(c)(iii) below, all determinations required to be made under this Section 7(g)(ii6(c)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other a nationally recognized accounting firm as may be designated selected and paid for by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within ten (10) 15 business days of the receipt of notice from Executive that there has been a PaymentTermination Date, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or the Executive. For purposes of determining the amount of any the Gross-Up Payment, the Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of the Executive’s residence or place of employment in on the calendar year in which any such Gross-Up Payment is to be madeTermination Date, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(ii6(c)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority relevant tax authorities as withholding taxes on Executive’s behalf) behalf of the Executive at such time or times when due. If the Accounting Firm determines that no each Excise Tax payment is payable by Executive, it shall so indicate to Executive in writingdue. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))the Executive. As a result of the uncertainty in the application of Internal Revenue Code Section 49994999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C6(c)(iii) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by the Executive in connection with the proceedings described in Section 6(c)(iii) below, shall be promptly paid by the Company to or for the benefit relevant tax authorities as withholding taxes on behalf of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid; provided, however, that failure by the Executive to provide timely notice shall not affect the Executive’s rights hereunder except to the extent the Company is prejudiced by such failure. The Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due), unless failure to do so could reasonably be expected to result in any criminal liability for the Executive. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, the Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall (whether or not it elects to so participate) bear and pay directly all costs and expenses (including additional interest and penalties, and any accounting or legal fees reasonably incurred by the Executive) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on . (iv) In the foregoing provisions of this Section 7(g)(ii)(C), event the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from pays any Excise Tax or income tax (including interest other taxes or penalties with respect thereto) imposed with respect to such advance or with respect to incurs any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to expenses which a Gross-Up Payment otherwise would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(iiparagraph 6(c), then the amount paid by the Executive shall be promptly reimbursed to him by the Company; provided that the Executive provides evidence of such payments to the Company within ninety (90) days of making such payments. (v) If, after a Gross-Up Payment by the Company on behalf of the Executive pursuant to this Section 6(c), the Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, the Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C6(c)(iii)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In Anything in this Agreement to the event contrary notwithstanding and except as set forth below, if it shall be determined that any paymentamount paid, benefit distributed or distribution (treated as paid or combination thereof) by the Company, any Affiliate, or one or more trusts established distributed by the Company or any Affiliate for the benefit of their employees, Advest to or for the Executive's benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise, but determined without regard to any additional payments required under this Section 6) (a “"Payment”") is would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) . All determinations required to be made under this Section 7(g)(ii)6, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other a nationally recognized accounting firm as may be designated by the Company Executive (the “"Accounting Firm”), ") which shall provide detailed supporting calculations both to the Company and Executive within ten (10) 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the change in control, Executive thereafter is required shall appoint another nationally recognized accounting firm to make a payment of any Excise Tax, the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is duehereunder). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs All fees and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Aa) In Notwithstanding anything to the event contrary in this Agreement, if it shall be determined (as hereafter provided) that any payment, benefit or distribution (or combination thereof) by the Company, any Affiliateof its affiliates, or one or more trusts established by the Company or any Affiliate for the benefit of their its employees, or any other person or entity, to or for the benefit of Executive (the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, restricted stock award, stock appreciation right or similar right, or otherwise) the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”) is ), would be subject to the excise tax imposed by Code Section 4999 of the Code (or any successor provision thereto) by reason of being “contingent on a change in ownership or control” of the Company or an affiliate, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, hereinafter are hereafter collectively referred to as the “Excise Tax”), Executive then the Company shall be entitled to receive make an additional payment (a the “Gross-Up Payment”) in an amount to the Executive such that that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment taxes (Excise Taxes and any interest and penalties imposed with other taxes payable in respect thereto) and the Excise Tax imposed upon the of such Gross-Up Payment, Executive retains an shall retain the same amount of the Gross-Up Payment equal to the as if no Excise Tax imposed upon the Paymentshad been imposed. (Bb) All Subject to the provisions of Section 10(a) hereof, all determinations required to be made under this Section 7(g)(ii)10, including whether and when a Gross-Up Payment an Excise Tax is required payable by the Executive and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationExcise Tax, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other the nationally recognized accounting firm as may be designated by the Company of certified public accountants (the “Accounting Firm”) used by the Company prior to the change in control (or, if such Accounting Firm declines to serve, the Accounting Firm shall be a nationally recognized firm of certified public accountants selected by the Executive), which . The Accounting Firm shall provide be directed by the Company or the Executive to submit its preliminary determination and detailed supporting calculations to both to the Company and the Executive within ten (10) business 15 calendar days of after the receipt of notice from the Executive or the Company (which notice shall include data sufficient to perform the determination and supporting calculations) that there has been a PaymentPayment which is or might be subject to an Excise Tax, or such earlier any other time or times as is may be requested by the Company; provided Company or the Executive. If the Accounting Firm determines that for purposes of determining any Excise Tax is payable by the amount of any Executive, the Company shall make the Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall so indicate shall, at the same time as it makes such determination, furnish the Executive with an opinion from the Accounting Firm or from reputable legal counsel which is familiar with the Excise Tax provisions of the Code (which may but need not be regular or special counsel to the Company) that the Executive in writinghas substantial authority not to report any Excise Tax on his federal, state, local income or other tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Executive (subject absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company’s obligation to Section 7(g)(ii)(C))provide any Gross-Up Payment that shall be due as a result of such contrary determination. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999(or any successor provision thereto) and the possibility of similar uncertainty regarding state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) the Executive was lower than the amount actually due (the “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C10(d) below, and the Executive thereafter is required to make a payment or an additional payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurredoccurred as promptly as possible and notify the Company and the Executive of such calculations, and of the amount of any such Underpayment and the resulting additional Gross-Up Payment to the Executive within 15 calendar days after the Accounting Firm received notice of the Underpayment from the Company or the Executive. Any Gross-Up Payments due under this Section 10 shall be promptly paid by the Company Company, at its expense, to or for the benefit of the Executive (but including any withholding payment made directly by the Company to the Internal Revenue Service or U.S. Treasury with respect to the Executive’s Excise Tax liability) within five (5) business days after receipt of the determination and calculations from the Accounting Firm. Notwithstanding the preceding, in no event shall any case no Gross-Up Payment be made later than December 31st of the calendar year next following the calendar year in which such tax was payable)the Excise Tax is paid. All fees and expenses of the Accounting Firm shall be paid by the Company in connection with the calculations required by this Section 10. (Cc) The federal, state and local income or other tax returns filed by the Executive (or any filing made by a consolidated tax group which includes the Company) shall be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. The Executive shall make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. (d) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall (i) give provide to the Company any information which is in the Executive’s possession reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for from any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C)10, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided provided, further, that if the Company directs the Executive to pay such claim and xxx sxx for a refund, the Company shall advance pay the amount of such payment to the Executive, on an interest-free basisand the Executive shall use such amount received to pay such claim, and the Company shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance payment or with respect to any imputed income with respect to such advancepayment (including the applicable Gross-Up Payment); provided, further, that if the Executive is required to extend the statute of limitations to enable the Company to contest such claim, the Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (De) If, after the receipt by the Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii)10, the Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, the Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C10(d)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto) (or, to the extent such payment would be deemed prohibited by applicable law, shall be treated as a prepayment by the Company of any amounts owed to the Executive). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C10(d), a determination is made that the Executive shall not be entitled to any refund with respect to such claim, claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance payment made to the Executive thereunder shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Aa) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any Affiliate, Elco or one or more trusts established by the Company or any Affiliate Elco for the benefit of their its employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “"Payment”") is would be subject to the excise tax imposed by Code Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “"Excise Tax”"), Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment excise taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up PaymentPayment itself, Executive retains an amount of the Gross-Up Payment such additional payment equal to the Excise Tax imposed upon the Payments. (Bb) All Subject to the provisions of Section 3(c), all determinations required to be made under this Section 7(g)(ii)3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte Coopers & Touche LLP, Xxxxxxx & Marsal, Lybrand or such other nationally recognized xxxxxxied public accounting firm as may be designated by the Company Executive (the “"Accounting Firm”), ") which shall provide detailed supporting calculations both to the Company Elco and Executive within ten fifteen (1015) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is it requested by Elco. In the Company; provided event that the Accounting Firm is serving as accountant or auditor for purposes an individual, entity or group effecting the change in ownership or effective control (within the meaning of determining Section 280G of the amount of any Gross-Up PaymentCode), Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be deemed referred to pay federal income tax at as the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates"Accounting Firm" hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the CompanyElco. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii)3, shall be paid by the Company Elco to Executive within five (or to 5) days after the appropriate taxing authority on Executive’s behalf) when duereceipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon Elco and Executive. (c) For purposes of determining whether any of the Company and Executive (Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any payments or benefits received or to be received by Executive pursuant to the terms of this Agreement shall be treated as "parachute payments" within the meaning of Section 7(g)(ii)(C)). As a result 280G(b)(2) of the uncertainty Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the application opinion of tax counsel selected by Elco's independent auditors and acceptable to Executive such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 4999280G(b)(3) of the Code, it is possible that or are otherwise not subject to the Excise Tax; (ii) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (1) the total amount of the Payments; or (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above); and (iii) the value of any non- cash benefits or any deferred payment or benefit shall be determined by Elco's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment determined by the Accounting Firm is to be due to (or made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on behalf of) Executive was lower than the amount actually due (“Underpayment”)Termination Date, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Company exhausts its remedies pursuant Excise Tax is subsequently determined to Section 7(g)(ii)(C) and be less than the amount taken into account hereunder at the time of termination of Executive's employment, Executive thereafter is required shall repay to make a payment of any Excise Tax, Elco at the Accounting Firm shall determine time that the amount of such reduction in Excise Tax is finally determined the Underpayment portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and Federal and state and local income tax imposed on the Gross- Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax and/or a Federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that has occurredthe Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Executive's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), and Elco shall make an additional gross-up payment in respect of such excess (plus any interest payable with respect to such Underpayment shall be promptly paid by excess) at the Company to or for time that the benefit amount of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)excess is finally determined. (Cd) Executive shall notify the Company Elco in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Elco of the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company Elco of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he it gives such notice to the Company Elco (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company Elco notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall shall: (i) give the Company Elco any information reasonably requested by the Company Elco relating to such claim, ; (ii) take such action in connection with contesting such claim as the Company Elco shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, Elco; (iii) cooperate with the Company Elco in good faith in order to effectively contest such claim and claim; and (iv) permit the Company Elco to participate in any proceedings relating to such claim; provided, however, that the Company Elco shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C3(d), the Company Elco shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company Elco shall determine; provided provided, however, that if the Company Elco directs Executive to pay such claim and xxx sue for a refund, the Company Elco shall advance advanxx the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-after- tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, and provided further, that if Executive is required to extend the statute of limitations to enable the Company Elco to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s Elco's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (De) If, after the receipt by Executive of an amount paid or advanced by the Company Elco pursuant to this Section 7(g)(ii3(d), Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s Elco complying with the requirements of Section 7(g)(ii)(C3(d)) promptly pay to the Company Elco the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company Elco pursuant to Section 7(g)(ii)(C3(d), a determination is made that Executive shall not be entitled to any refund with respect to such claim, claim and the Company Elco does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Ai) In Anything in this Restricted Stock Agreement to the contrary notwithstanding, in the event that it shall be determined that vesting of any paymentRestricted Stock triggers a tax consequence to the Purchaser, benefit or distribution (or combination thereof) by the Companybeing an executive officer, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant shall pay in cash to the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax imposed by Code Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), Executive shall be entitled to receive Purchaser an additional payment amount (a the “Gross-Up Payment”) in an amount ), such that the net amount retained by the Purchaser after payment deduction of any tax imposed by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes taxes, employment tax and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax excise tax imposed upon the Gross-Up Payment, Executive retains an shall be equal to zero out-of-pocket cost to the Purchaser. For purposes of determining the amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by unless the Company; provided Purchaser specifies that for purposes of determining other rates apply, the amount of any Gross-Up Payment, Executive Purchaser shall be deemed to pay federal income tax and employment taxes at the highest marginal rates applicable to individuals of federal income and employment taxes in the calendar year in which any such I the Gross-Up Payment is to be made and deemed to pay state a and local income taxes at the highest effective rates applicable to individuals in the state or locality marginal rate of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes tax that can may be obtained from the deduction of such state and local taxes, taking into account limitations applicable . (ii) All determinations to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm be made under this Section 7(b) shall be borne solely made by the Company’s independent public accountant, or by another accountant mutually agreeable to the Company and the Purchaser, immediately prior to the vesting. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any such determination by the Accounting Firm accounting firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))the Purchaser. As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of The Company shall pay the Gross-Up Payment determined by to the Accounting Firm to be due to (or on behalf of) Executive was lower than executive within 10 days after the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Taxaccounting Firm’s determination, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case event, no later than the calendar year following date the calendar year Executive Purchaser is required to remit the related taxes, subject to the payment conditions set forth in which such tax was payableSection 7(b)(iii). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order There are several conditions to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paidwhich are set forth in the approval dated March 29, 2011 of the Compensation Committee. (Eiv) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in The Gross-Up provisions under this Section 7(g)(ii7(b) shall be made no later than apply only to the end Shares awarded under this Restricted Stock Agreement, and only to those Shares vesting in the first vesting year of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolutionthis Restricted Stock Agreement.

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the “Severance Payments”), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that the net amount retained by Executive, after deduction of any Excise Tax on the Severance Payments, any Federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by Executive of all taxes (including this subsection, and any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Subparagraph 8(b)(iii), all determinations required to be made under this Section 7(g)(iiSubparagraph 8(b)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, KPMG Peat Marwick LLP or such any other nationally recognized accounting firm as may be designated selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten fifteen (1015) business days of the receipt Date of notice from Executive that there has been a PaymentTermination, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or Executive. For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of Executive’s residence or place on the Date of employment in the calendar year in which any such Gross-Up Payment is to be madeTermination, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(iiSubparagraph 8(b)(iii), shall be paid by the Company to Executive within five (or to 5) days of the appropriate taxing authority on Executivereceipt of the Accounting Firm’s behalf) when duedetermination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it the Company shall so indicate furnish Executive with an opinion of counsel that failure to Executive report the Excise Tax on Executive’s applicable federal income tax return would not result in writingthe imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by Executive in connection with the proceedings described in Subparagraph 8(b)(iii), shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, , (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(CSubparagraph 8(b)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, Executive on an interest-free basis, basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) , imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, and further provided that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest which such claim, Executive may limit this extension contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. (Div) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(iiSubparagraph 8(b)(iii), Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(CSubparagraph 8(b)(iii)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii), a determination is made that Executive shall not be entitled to any refund with respect to such claim, claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In the event it shall be determined that any payment, benefit Severance Compensation payment or distribution (or combination thereof) of any type by the Company, or by any AffiliateAffiliate of the Company, or one by any Person who acquires ownership or more trusts established by effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any Affiliate for the benefit of their employeessuch Person, to or for the benefit of Executive (the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwiseotherwise (the "Total Payments") (including but not limited to distribution of stock or options which vest upon a “Payment”) Change in Control pursuant to the Omnibus Incentive Stock Plan), is or will be subject to the excise tax imposed by Code Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter are collectively referred to as the “"Excise Tax”"), Executive then the Company shall be entitled to receive pay an additional payment amount (a “the "Gross-Up Payment”") in an amount such that the net amount retained by the Employee after payment by Executive deduction of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, Excise Tax upon the Total Payments and any federal, state state, and local income taxes and employment taxes (and any tax, penalties, interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of shall be equal to the Total Payments. The Gross-Up Payment equal to shall not include applicable payroll taxes, state or federal income taxes on the Excise Tax imposed upon the Total Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a however. The Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive the Department of the Treasury, Internal Revenue Service (IRS), or to the other appropriate taxing authority on Executive’s behalf) when dueagency. If Notwithstanding the Accounting Firm determines that no Excise Tax is payable by Executiveforegoing, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible event that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount Total Payments does not exceed 110% of the Underpayment largest amount that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but would result in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company portion of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (Total Payments being subject to the CompanyExcise Tax (the “Safe Harbor Amount”), then the Employee’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay Total Payments shall be reduced to an amount equal to the Company Safe Harbor Amount. In applying any reduction required herein, Employee may elect whether the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement cash severance benefits or other resolutionthe cash severance benefits shall first be reduced.

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the “Severance Payments”), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (a collectively, the “Gross-Up Payment”) in an amount such that the net amount retained by Executive, after payment deduction of (x) any Excise Tax on the Severance Payments, (y) any Federal, state, and local income tax, employment tax and Excise Tax, in each case resulting from the Gross-Up Payment provided by Executive of all taxes this Subparagraph 8(b)(i), and (including z) any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, but without deducting any other amounts that may be payable by Executive as a result of the Severance Payments, including, without limitation, any federalFederal, state state, and local income taxes and tax or employment taxes tax, other than those specifically described clauses (and any interest and penalties imposed with respect theretox), (y) and the Excise Tax imposed upon the Gross-Up Payment(z) above, Executive retains an amount due as a result of the Gross-Up Payment Severance Payments, shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Subparagraph 8(b)(iii), all determinations required to be made under this Section 7(g)(iiSubparagraph 8(b)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, KPMG LLP or such any other nationally recognized accounting firm as may be designated selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten fifteen (1015) business days of the receipt Date of notice from Executive that there has been a PaymentTermination, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or Executive. For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of Executive’s residence or place on the Date of employment in the calendar year in which any such Gross-Up Payment is to be madeTermination, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(iiSubparagraph 8(b)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority relevant tax authorities as withholding taxes on Executive’s behalf) behalf of the Executive at such time or times as when due. If the Accounting Firm determines that no each Excise Tax payment is payable by Executive, it shall so indicate to Executive in writingdue. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by Executive in connection with the proceedings described in Subparagraph 8(b)(iii), shall be promptly paid by the Company to or for the benefit relevant tax authorities as withholding taxes on behalf of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(CSubparagraph 8(b)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance pay such amount to the amount applicable tax authority on behalf of such payment to Executive, on the Executive as an interestadditional Gross-free basis, Up Payment and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) imposed with respect to such advance thereto or with respect to any imputed income with respect to such advanceincome; provided, further, and further provided that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest which such claim, Executive may limit this extension contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. (Div) If, after the receipt by Executive of an amount paid or advanced a Gross-Up Payment by the Company on behalf of the Executive pursuant to this Section 7(g)(iiSubparagraph 8(b)(iii), Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(CSubparagraph 8(b)(iii)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Ai) In Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that the amount of any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise) , calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (a the “PaymentAggregate Payments”) is ), would be subject to the excise tax imposed by Code Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (a collectively, the “Gross-Up Payment”) in an amount such that the net amount retained by Executive, after deduction of any Excise Tax on the Aggregate Payments, any federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by Executive of all taxes (including this Section 8(i), and any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Aggregate Payments. (Bii) All Subject to the provisions of Section 8(iii) below, all determinations required to be made under this Section 7(g)(ii8(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other a nationally recognized accounting firm as may be designated selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) 15 business days of the receipt Executive’s termination of notice from Executive that there has been a Paymentemployment, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or Executive. For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of Executive’s residence or place on the date of employment in the calendar year in which any such Gross-Up Payment is to be madeExecutive’s termination of employment, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(ii8(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority relevant tax authorities as withholding taxes on Executive’s behalf) behalf of Executive at such time or times when due. If the Accounting Firm determines that no each Excise Tax payment is payable by Executive, it shall so indicate to Executive in writingdue. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; providedIf, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which after a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company on behalf of Executive pursuant to this Section 7(g)(ii8(i), Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Aa) In the event it shall be determined that any paymentPayment, benefit or distribution (or combination thereof) by the Company, any Affiliate, Regal-Beloit or one or more trusts established by the Company or any Affiliate Regal-Beloit for the benefit of their its employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “"Payment”") is would be subject to the excise tax Excise Tax imposed by Code Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax Excise Tax (such excise taxExcise Tax, together with any such interest and penalties, hereinafter collectively referred to as the “"Excise Tax”"), Executive shall be entitled to receive an additional payment Payment (a “"Gross-Up Payment”") in an amount such that that, after payment Payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment taxes Excise Taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up PaymentPayment itself, Executive retains an amount of the Gross-Up such additional Payment equal to the Excise Tax imposed upon the Payments. (Bb) All Subject to the provisions of Section 3(c), all determinations required to be made under this Section 7(g)(ii)3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, Arthur Andersen LLP or such other nationally xxxxx xxxxxxxxly recognized accounting firm certified public Accounting Firm as may be designated by the Company Executive (the “"Accounting Firm”), ") which shall provide detailed supporting calculations both to the Company Regal-Beloit and Executive within ten fifteen (1015) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by Regal-Beloit. In the Company; provided event that the Accounting Firm is serving as accountant or auditor for purposes an individual, entity or group effecting the change in ownership or effective control (within the meaning of determining Section 280G of the amount of any Gross-Up PaymentCode), Executive shall appoint another nationally recognized Accounting Firm to make the determinations required hereunder (which Accounting Firm shall then be deemed referred to pay federal income tax at as the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates"Accounting Firm" hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the CompanyRegal-Beloit. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii)3, shall be paid by the Company Regal-Beloit to Executive within five (or to 5) days after the appropriate taxing authority on Executive’s behalf) when duereceipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon Regal-Beloit and Executive. (c) For purposes of determining whether any of the Company and Executive (Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any Payments or benefits received or to be received by Executive pursuant to the terms of this Agreement shall be treated as "parachute payments" within the meaning of Section 7(g)(ii)(C)). As a result 280G(b)(2) of the uncertainty Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be 7 treated as subject to the Excise Tax, unless in the application opinion of tax counsel selected by Regal-Beloit's independent auditors and acceptable to Executive such other Payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 4999280G(b)(3) of the Code, it is possible that or are otherwise not subject to the Excise Tax; (ii) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (1) the total amount of the Payments; or (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above); and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by Regal-Beloit's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment determined by the Accounting Firm is to be due to (or made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on behalf of) Executive was lower than the amount actually due (“Underpayment”)Termination Date, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Company exhausts its remedies pursuant Excise Tax is subsequently determined to Section 7(g)(ii)(C) and be less than the amount taken into account hereunder at the time of termination of Executive's employment, Executive thereafter is required shall repay to make a payment of any Excise Tax, Regal-Beloit at the Accounting Firm shall determine time that the amount of such reduction in Excise Tax is finally determined the Underpayment portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and Federal and state and local income tax imposed on the Gross-Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax and/or a Federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that has occurredthe Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Executive's employment (including by reason of any Payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), and Regal-Beloit shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such Underpayment shall be promptly paid by excess) at the Company to or for time that the benefit amount of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)excess is finally determined. (Cd) Executive shall notify the Company Regal-Beloit in writing of any claim by the Internal Revenue Service that, if successful, would require the payment Payment by Regal-Beloit of the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company Regal-Beloit of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he it gives such notice to the Company Regal-Beloit (or such shorter period ending on the date that any payment Payment of taxes with respect to such claim is due). If the Company Regal-Beloit notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall shall: 8 (i) give the Company Regal-Beloit any information reasonably requested by the Company Regal-Beloit relating to such claim, ; (ii) take such action in connection with contesting such claim as the Company Regal-Beloit shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, Regal-Beloit; (iii) cooperate with the Company Regal-Beloit in good faith in order to effectively contest such claim claim; and (iv) permit the Company Regal-Beloit to participate in any proceedings relating to such claim; provided, however, that the Company Regal-Beloit shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C3(d), the Company Regal-Beloit shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx sue for a refund or xx contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company Regal-Beloit shall determine; provided provided, however, that if the Company Regal-Beloit directs -------- Executive to pay such claim and xxx sue for a refund, the Company Regal-Belxxx shall advance the amount of such payment Payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, and provided further, that if Executive is required -------- to extend the statute of limitations to enable the Company Regal-Beloit to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s Regal-Beloit s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Aa) In the event it shall be determined that any payment, benefit payments paid or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established payable to you by the Company or any Affiliate for benefits received or receivable by you from the benefit Company are the type encompassed within Section 280G of their employeesthe Internal Revenue Code of 1986, to or for as amended (the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise"Code") (a “Payment”collectively, the "Executive Payments") is and are subject to the excise tax imposed by Code Section 4999 of the Code (or any interest or penalties are incurred similar tax that may hereafter be imposed by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”Internal Revenue Service), Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment and/or any comparable or similar tax imposed by Executive of all taxes (including any interest state or penalties imposed with respect to such taxes)local taxing authority, including, without limitation, any federalinterest or penalties due thereon (collectively, the "Excise Tax"), the Company shall pay to you in cash an additional amount (the "Gross-Up Payment") such that the net amount retained by you after deduction of the Excise Tax on the Gross-Up Payment, as well as any other taxes (including without limitation Federal, state and local income taxes) due solely as a result of payment of the Gross-Up Payment, shall be equal to the full amount of the Executive Payments. (b) Nothing in this Section 2 shall be construed to require the Company to pay any amounts due by you in respect of Federal, state and local income taxes and employment taxes on the Executive Payments (and any interest and penalties imposed with respect thereto) and other than the Excise Tax imposed upon and the other taxes, interest and penalties, if any, referred to in Section 2(a)). (c) The Gross-Up PaymentPayment shall be made promptly upon the Company's receipt of notice from you and/or your tax advisor, which advisor shall be selected by you and reasonably satisfactory to the Company, of the reasonable determination that the Excise Tax is due and payable as a result of the Executive retains an amount of Payments. The Company shall make the Gross-Up Payment equal to at the time such determination has been made that the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii)is due and payable, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated not you are still employed by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or at such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)time. (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the "Severance Payments"), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that the net amount retained by Executive, after deduction of any Excise Tax on the Severance Payments, any Federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by Executive of all taxes (including this subsection, and any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Subparagraph 8(b)(iii), all determinations required to be made under this Section 7(g)(iiSubparagraph 8(b)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, KPMG Peat Marwick LLP or such any other nationally recognized accounting firm as may be designated selected by the Company (the “"Accounting Firm”"), which shall provide detailed supporting calculations both to the Company and Executive within ten fifteen (1015) business days of the receipt Date of notice from Executive that there has been a PaymentTermination, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or Executive. For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of Executive’s 's residence or place on the Date of employment in the calendar year in which any such Gross-Up Payment is to be madeTermination, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(iiSubparagraph 8(b)(iii), shall be paid by the Company to Executive within five (or to 5) days of the appropriate taxing authority on Executive’s behalf) when duereceipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it the Company shall so indicate furnish Executive with an opinion of counsel that failure to Executive report the Excise Tax on Executive's applicable federal income tax return would not result in writingthe imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (“an "Underpayment”"). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by Executive in connection with the proceedings described in Subparagraph 8(b)(iii), shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, , (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(CSubparagraph 8(b)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, Executive on an interest-free basis, basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) , imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, and further provided that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest which such claim, Executive may limit this extension contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. (Div) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(iiSubparagraph 8(b)(iii), Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s 's complying with the requirements of Section 7(g)(ii)(CSubparagraph 8(b)(iii)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii), a determination is made that Executive shall not be entitled to any refund with respect to such claim, claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In the event it shall be is determined that any payment, benefit payment (other than the Gross-Up Payments provided for herein) or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, its affiliates to or for the benefit of Executive (your benefit, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, or otherwise) the lapse or termination of any restriction on, or the vesting or exercisability of any of the foregoing (a “"Payment”) is "), would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision thereto) or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter are hereafter collectively referred to as the “"Excise Tax”"), Executive shall then you will be entitled to receive an additional payment or payments (a “"Gross-Up Payment”") in an amount such that that, after payment by Executive you of all taxes (including any interest or penalties imposed with respect to such taxes), includingincluding any Excise Tax, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. . Such amounts shall be paid by the Company to you within ten (B10) days after payment by you of taxes described in the prior sentence. For purposes of calculating the Gross-Up Payment, it will be assumed that all taxable payments you receive are taxed at the highest marginal federal income tax rate and the highest state income tax rate in the state in which you reside, but without regard to any reduction in personal exemptions or deductions associated with your level of income. All determinations required to be made under this Section 7(g)(ii)paragraph 17, including whether and when a Gross-Up Payment an excise tax is required payable by you and the amount of such Gross-Up Payment excise tax and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to will be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality by a nationally recognized firm of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid certified public accountants selected by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executivein its sole discretion, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) Ifdetermines that an Excise Tax is owing by you, after such determination shall be conclusive and binding on the receipt by Executive of an amount paid or advanced by Company, unless the Company pursuant elects to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of engage at its sole expense such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent accounting firm to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then in which case the final resolution of such advance contest shall be forgiven conclusive and shall not be required to be repaid, and binding on the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paidCompany. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In Anything in this Agreement to the event contrary notwithstanding and except as set forth below, if it shall be determined that any paymentamount paid, benefit distributed or distribution (treated as paid or combination thereof) by the Company, any Affiliate, or one or more trusts established distributed by the Company or any Affiliate for the benefit of their employees, its affiliates to or for the Executive’s benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a “Payment”) is would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) . All determinations required to be made under this Section 7(g)(ii)9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other a nationally recognized accounting firm as may be designated by the Company Executive (the “Accounting Firm”), ) which shall provide detailed supporting calculations both to the Company and Executive within ten (10) 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided . In the event that the Accounting Firm is serving as accountant or auditor for purposes of determining the amount of any Gross-Up Paymentindividual, entity or group effecting the change in control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be deemed referred to pay federal income tax at as the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal ratesAccounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii)9, shall be paid by the Company to Executive (or to within five days of the appropriate taxing authority on Executive’s behalf) when due. If receipt of the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writingFirm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C9(B) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive’s benefit. (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (A) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “"Payment”") is subject to the excise tax imposed by Code Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “"Excise Tax”"), Executive shall be entitled to receive an additional payment (a “"Gross-Up 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, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “"Accounting Firm"”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s 's residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s 's behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“"Underpayment”"). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). (C) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s 's complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Ai) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentcompensation, benefit payment or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (the “Severance Payments”), or otherwise) (a “Payment”) is would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that the net amount retained by Executive, after deduction of any Excise Tax on the Severance Payments, any Federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by Executive of all taxes (including this subsection, and any interest or and/or penalties imposed assessed with respect to such taxes)Excise Tax, including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Severance Payments. (Bii) All Subject to the provisions of Subparagraph 8(b)(iii), all determinations required to be made under this Section 7(g)(iiSubparagraph 8(b)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by Deloitte & Touche LLP, Xxxxxxx & Marsal, PricewaterhouseCoopers or such any other nationally recognized accounting firm as may be designated selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten fifteen (1015) business days of the receipt Date of notice from Executive that there has been a PaymentTermination, if applicable, or at such earlier time as is reasonably requested by the Company; provided that for Company or Executive. For purposes of determining the amount of any the Gross-Up Payment, Executive shall be deemed to pay federal income tax taxes at the highest marginal rates rate of federal income taxation applicable to individuals in for the calendar year in which any such the Gross-Up Payment is to be made made, and deemed to pay state and local income taxes at the highest effective marginal rates applicable to individuals of individual taxation in the state or and locality of Executive’s residence or place on the Date of employment in the calendar year in which any such Gross-Up Payment is to be madeTermination, net of the maximum reduction in federal income taxes that can which could be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 7(g)(iiSubparagraph 8(b)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority authorities as withholding taxes on Executive’s behalf) behalf of Executive at such time or times when the Excise Tax is due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it the Accounting Firm shall so indicate be required to (A) conclude that either (I) there has not occurred a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company (as such terms are defined in Section 280G of the Code) or (II) no portion of the Severance Payments constitutes “parachute payments” (within the meaning of said Section 280G), in either case on the basis of “substantial authority” (within the meaning of Treas. Reg. Section 1.6661-3) and (B) provide an opinion to that effect to both the Company and the Executive, including the reasons therefor and an opinion that Executive in writinghas substantial authority not to report any Excise Tax on his federal tax return. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C))Executive. As a result of the uncertainty in the application of Section 4999 of the Code Section 4999at the time of the initial determination by the Accounting Firm hereunder, it is possible that the amount of the Gross-Up Payment determined Payments which will not have been made by the Accounting Firm to be due to Company should have been made (or on behalf of) Executive was lower than the amount actually due (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by Executive in connection with the proceedings described in Subparagraph 8(b)(iii), shall be promptly paid by the Company to or the taxing authorities for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)Executive. (Ciii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any the Gross-Up up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, Executive shall shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, (iiB) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, , (iiiC) cooperate with the Company in good faith in order to effectively contest such claim and claim, and (ivD) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(CSubparagraph 8(b)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided provided, however, that if the Company directs Executive to pay such claim and xxx sxx for a refund, the Company shall advance the amount of such payment to Executive, Executive on an interest-free basis, basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties with respect thereto) , imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, and further provided that if Executive is required to extend any extension of the statute of limitations relating to enable payment of taxes for the Company taxable year of Executive with respect to contest which such claim, Executive may limit this extension contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. (Div) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(iiSubparagraph 8(b)(iii), Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s complying with the requirements of Section 7(g)(ii)(CSubparagraph 8(b)(iii)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(CSubparagraph 8(b)(iii), a determination is made that Executive shall not be entitled to any refund with respect to such claim, claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

Gross-Up Payment. (Aa) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any Affiliate, Elco or one or more trusts established by the Company or any Affiliate Elco for the benefit of their its employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “"Payment”") is would be subject to the excise tax imposed by Code Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “"Excise Tax”"), Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment excise taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up PaymentPayment itself, Executive retains an amount of the Gross-Up Payment such additional payment equal to the Excise Tax imposed upon the Payments. (Bb) All Subject to the provisions of Section 3(c), all determinations required to be made under this Section 7(g)(ii)3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte Coopers & Touche LLP, Xxxxxxx & Marsal, Lybrand or such other nationally recognized certxxxxx xublic accounting firm as may be designated by the Company Executive (the “"Accounting Firm”), ") which shall provide detailed supporting calculations both to the Company Elco and Executive within ten fifteen (1015) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is it requested by Elco. In the Company; provided event that the Accounting Firm is serving as accountant or auditor for purposes an individual, entity or group effecting the change in ownership or effective control (within the meaning of determining Section 280G of the amount of any Gross-Up PaymentCode), Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be deemed referred to pay federal income tax at as the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates"Accounting Firm" hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the CompanyElco. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii)3, shall be paid by the Company Elco to Executive within five (or to 5) days after the appropriate taxing authority on Executive’s behalf) when duereceipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon Elco and Executive. (c) For purposes of determining whether any of the Company and Executive (Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any payments or benefits received or to be received by Executive pursuant to the terms of this Agreement shall be treated as "parachute payments" within the meaning of Section 7(g)(ii)(C)). As a result 280G(b)(2) of the uncertainty Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the application opinion of tax counsel selected by Elco's independent auditors and acceptable to Executive such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 4999280G(b)(3) of the Code, it is possible that or are otherwise not subject to the Excise Tax; (ii) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (1) the total amount of the Payments; or (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above); and (iii) the value of any non- cash benefits or any deferred payment or benefit shall be determined by Elco's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment determined by the Accounting Firm is to be due to (or made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on behalf of) Executive was lower than the amount actually due (“Underpayment”)Termination Date, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Company exhausts its remedies pursuant Excise Tax is subsequently determined to Section 7(g)(ii)(C) and be less than the amount taken into account hereunder at the time of termination of Executive's employment, Executive thereafter is required shall repay to make a payment of any Excise Tax, Elco at the Accounting Firm shall determine time that the amount of such reduction in Excise Tax is finally determined the Underpayment portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and Federal and state and local income tax imposed on the Gross- Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax and/or a Federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that has occurredthe Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Executive's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), and Elco shall make an additional gross-up payment in respect of such excess (plus any interest payable with respect to such Underpayment shall be promptly paid by excess) at the Company to or for time that the benefit amount of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable)excess is finally determined. (Cd) Executive shall notify the Company Elco in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Elco of the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company Elco of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he it gives such notice to the Company Elco (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company Elco notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall shall: (i) give the Company Elco any information reasonably requested by the Company Elco relating to such claim, ; (ii) take such action in connection with contesting such claim as the Company Elco shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, Elco; (iii) cooperate with the Company Elco in good faith in order to effectively contest such claim and claim; and (iv) permit the Company Elco to participate in any proceedings relating to such claim; provided, however, that the Company Elco shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C3(d), the Company Elco shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company Elco shall determine; provided provided, however, that if the Company Elco directs Executive to pay such claim and xxx sue for a refund, the Company Elco shall advance the amount xxount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-after- tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, and provided further, that if Executive is required to extend the statute of limitations to enable the Company Elco to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s Elco's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (De) If, after the receipt by Executive of an amount paid or advanced by the Company Elco pursuant to this Section 7(g)(ii3(d), Executive becomes entitled to receive any refund with respect to a Gross-Up Paymentsuch claim, Executive shall (subject to the Company’s Elco complying with the requirements of Section 7(g)(ii)(C3(d)) promptly pay to the Company Elco the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company Elco pursuant to Section 7(g)(ii)(C3(d), a determination is made that Executive shall not be entitled to any refund with respect to such claim, claim and the Company Elco does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (E) For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.