Common use of Limitation on Payments Clause in Contracts

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section 2 shall be payable either: (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, . state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company Bank and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's Bank’s independent public accountants immediately prior to Change in Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company Bank for all purposes. For purposes of making the calculations required by this Section 41, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company Bank and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 4(a) shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants accounts immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. Notwithstanding anything herein to the contrary, Employee may agree to reduce the amount of payments and/or benefits otherwise owed to him or her if such reduction would increase the after tax benefits to him or her. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement and/or other payments and benefits otherwise provided to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then then, at the Employee's election of Executive, Executive’s severance benefits under Section 2 shall 3, and/or the other payments and benefits otherwise provided to Executive, will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under Section 2and other payments and benefits, notwithstanding that all or some portion of such severance benefits and other payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by the Company's ’s outside legal counsel or independent public accountants or other firm selected by the Company (the "Accountants"“Firm”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in 5. Any reduction made pursuant to this Agreement Section 5 shall be subject made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to all applicable income, employment and social tax rules and regulationsbe reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time).

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's Executive’s benefits under Section 2 this Agreement shall be payable either: : (ia) delivered in full, or full or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. Any reduction in benefits required pursuant to this Section 5 shall occur in the order that provides the maximum economic benefit to the Executive. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment 5. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: reduction of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulationspro-rata bonus; cancellation of vesting acceleration; reduction of COBRA continuation coverage; reduction of outplacement benefits.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 10, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 10 shall be made in writing by the Company's independent public accountants immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 410, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment 10. If there is a reduction pursuant to this Section 10 of the severance benefits provided for in to be delivered to Executive, such reduction shall first be applied to any cash amounts to be delivered to the Executive under this Agreement shall be subject and thereafter to all applicable income, employment and social tax rules and regulationsany other severance benefits of Executive hereunder.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3(a) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants Xxxxxxxx LLP or by a national “Big Four” accounting firm (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) The receipt of any severance benefits pursuant to Section 3 will be subject to Employee signing and not revoking a separation agreement and release of claims in a form acceptable to the Company on or before the deadline contained in such agreement. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 2 3(a)(i) shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, amounts taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants (the "Accountants")Accountants immediately prior to Change of Control, whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. Any reduction in payments and/or benefits required by this Section 5 will occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Employee. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for Employee’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits option acceleration provided for in this Agreement or benefits otherwise payable to the Employee Officer (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeOfficer's benefits under Section 2 options shall either be payable either: accelerated (ia) in fullto the full extent provided herein, or or (iib) as to such lesser amount which extent as would result in no portion of such severance benefits benefit being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state state, and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Officer, on an after-tax basis, of the greatest amount benefit from the acceleration of benefits under his option(s) pursuant to Section 24(a)(i), notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Officer otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Officer and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Officer shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that any of the severance benefits provided for in Section 4.1 of this Agreement to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code") ”), and (ii) but for this SectionSection 4.3, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4.1 will be payable either: : (iA) delivered in full, or or (iiB) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee on an after-tax basis, basis of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall 4.3 will be made in writing by the Company's ’s independent public accountants immediately prior to the Change in Control Date (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 44.3, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4.3. The Company shall will bear all fees and costs payable to the Accountants may reasonably incur in connection with any calculations contemplated by this Section 44.3. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code") ”), and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's ’s benefits under Section 2 this Agreement shall be payable either: either (iA) delivered in full, or (iiB) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code; provided that, in connection with the reduction of payments that would otherwise constitute parachute payments, Employee may choose the amounts, types and priority of such reductions (e.g., whether cash, stock or otherwise) in Employee’s sole discretion. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 section shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance and benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants BDO Sxxxxxx or by a national “Big Four” accounting firm (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.and

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Participant as a result of a Change in Control or Corporate Reorganization (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986(as defined), as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's Participant’s benefits under Section 2 this Agreement shall be payable either: (ia) delivered in full, ; or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Participant, on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Participant otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Participant and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event it shall be determined that any compensation by or benefit from the severance benefits provided Company to Employee or for in Employee’s benefit, whether pursuant to the terms of this Agreement to or otherwise (collectively, the Employee “Payments”), (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's ’s benefits under Section 2 this Agreement shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, basis of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 6. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s benefits under Section 2 shall be payable either: (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) Executive constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's Executive’s benefits under Section 2 this Agreement shall be payable either: : (i) delivered in full, or or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. . (b) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s registered independent public accountants accounting firm (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement 5. In the event that a reduction is required, the reduction shall be applied first to any benefits that are not subject to all applicable incomeSection 409A of the Code, employment and social tax rules and regulationsthen shall be applied to benefits (if any) that are subject to Section 409A of the Code, with the benefits payable latest in time subject to reduction first.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 4 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change in Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. 6. Any reduction in payments and/or benefits required by this Section 6 shall occur in the following order: (b1) The payment reduction of severance cash payments; and (2) reduction of other benefits provided for in this Agreement paid to Executive. In the event that acceleration of vesting of Equity Awards is to be reduced, such acceleration of vesting shall be subject to all applicable income, employment and social tax rules and regulationscancelled in the reverse order of the date of grant for Executive’s Equity Awards.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants BDO Xxxxxxx or by a national "Big Four" accounting firm (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's ’s benefits under Section 2 this Agreement shall be payable either: either (iA) delivered, subject to any applicable tax or other withholdings, in full, or (iiB) as delivered, subject to any applicable tax or other withholdings, to such lesser amount which extent as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Employee, on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's an independent public accountants accountant chosen by the Company (the "Accountants"“Accountant”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants Accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants Accountant such information and documents as the Accountants Accountant may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants Accountant may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") ), and (ii) but for this SectionSection 5(c), would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 shall Subsection 5(c) will be payable either: : (i) in full, or ; or (ii) as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, ; whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 5(c) will be made in writing by the Company's independent public accountants immediately prior to the Change of Control (the "Accountants"), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45(c), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45(c). If a reduction in payments or benefits constituting "parachute payments" is necessary so that they do not constitute "parachute payments," reduction will occur in the following order: reduction of cash payments; reduction of employee benefits; cancellation of accelerated vesting of equity awards; cancellation of equity awards that are considered to be "contingent" upon the Change of Control transaction. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement If, prior to the Employee (i) closing of the transaction that would constitute "parachute payments" within a Change in Control, the meaning Company shall not be exempt from the provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") ), then the provisions of this Section 2.4 shall apply. Notwithstanding any other provision herein to the contrary if the Company shall not be exempt from the provisions of Section 280G of the Code, then, in the event that the Executive becomes entitled to any payments under this Agreement and any portion of such payments or benefits, when combined with any other payments or benefits provided to the Executive (ii) but for including, without limiting the generality of the foregoing, by reason of any stock options and any amounts payable to the Executive pursuant to SARs or any compensation realized by the Executive upon the exercise of Options, granted under the Company's Equity Incentive Plan), in the absence of this SectionSection 2.4, would be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Code, then the Employeeamount payable to the Executive under this Agreement shall be reduced such that none of the amounts payable to the Executive under this Agreement and any other payments or benefits received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's benefits employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person having such a relationship with the Company or such person as to require attribution of stock ownership between the parties under Section 2 shall be payable either: (i318(a) in full, or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever ) shall be treated as "parachute payments" within the meaning of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 280G(b)(2) of the Code. Unless For purposes of applying the Company and foregoing sentence, if in the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing opinion of tax counsel selected by the Company's independent public accountants auditors and acceptable to the Executive, such payments or benefits (in whole or in part) represent reasonable compensation for services actually rendered within the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application meaning of Section 280G and 4999 280G(b)(4) of the Code, then such amounts shall be excluded from any such calculation. The Company and Furthermore, in determining the Employee shall furnish maximum amount of the payments to the Accountants such information Executive which would not constitute a parachute payment within the meaning of Sections 280G(b)(1) and documents as (4), the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with value of any calculations contemplated by this Section 4. (b) The non-cash benefits or any deferred payment of severance benefits provided for in this Agreement or benefit shall be subject to all applicable income, employment determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and social tax rules and regulations(4) of the Code.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 this Agreement shall be payable either: (ia) in full, or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under Section 2this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants (the "“Accountants")”) selected by the Company, whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 4(a)(i) shall be payable either: (iA) delivered in full, or (iiB) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the "“Code"”) and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 3(a)(i) shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, amounts taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants (the "Accountants")’s Accountants immediately prior to Change of Control, whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3(a) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (iix) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (iiiiy) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 this Agreement shall be payable either: : (i) in full, or or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under Section 2this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any Any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement 5. Any necessary reductions shall be subject implemented by reduction of payments to all applicable incomeExecutive in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, employment and social tax rules and regulationssuch acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards.]

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 6 will be payable either: : (ia) delivered in full, or ; or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, ; whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants who are primarily used by the Company immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Any reduction in payments and/or benefits required by this Section 8 shall occur in the following order unless Executive elects in writing a different order prior to the date on which the event that triggers the severance payments and benefits due hereunder occurs: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4. (b) The payment reduction of severance other benefits provided for in this Agreement paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be subject cancelled in the reverse order of the date of grant for Executive’s equity awards unless Executive elects in writing a different order prior to all applicable income, employment and social tax rules and regulationsthe triggering event.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 14, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 2 4(a)(i) shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 14 shall be made in writing by the Company's independent public accountants immediately prior to a Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 414, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 414. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's ’s benefits under Section 2 this Agreement shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: reduction of cash payments, cancellation of equity awards granted within the twelve (12) month period prior to a “change in control” (as determined under Code Section 280G) that are deemed to have been granted contingent upon the change in control (as determined under Code Section 280G), cancellation of accelerated vesting of equity awards, reduction of employee benefits. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 6, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the Employee's benefits under Section 2 hereunder shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the CodeExcise Tax. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing in good faith by the accounting firm serving as the Company's independent public accountants immediately prior to the Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: reduction of cash payments; cancellation of equity awards granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code; cancellation of vesting acceleration of equity awards; reduction of employee benefits. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 this Agreement shall be payable either: (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under Section 2this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 this Agreement shall be payable either: (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under Section 2this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. The specific benefits that shall be reduced, if any, and the order of such reduction shall be determined by the Executive in his or her sole discretion. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company's independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance and other benefits under Section 2 shall will be payable either: (i) delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance and other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 9 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment 9. In the event the Accountants determine that this Section 9 requires a reduction in Executive's severance or other benefits, the reduction will occur in the following order: reduction of severance benefits provided for cash payments; reduction of employee benefits; cancellation of accelerated vesting of equity awards; cancellation of equity awards that are considered to be contingent upon the Change of Control transaction. If Executive fails to make an appropriate reduction election within the reasonable time period determined by the Board, in this Agreement its sole discretion, the order of reduction shall be subject to all applicable income, employment and social tax rules and regulationsdetermined by the Board.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's Executive’s benefits under Section 2 this Agreement shall be payable either: : (ia) Delivered in full, or full or (iib) Delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement 5. In the event that a reduction is required, the reduction shall be applied first to any benefits that are not subject to all applicable incomeSection 409A of the Code, employment and social tax rules and regulationsthen shall be applied to benefits (if any) that are subject to Section 409A of the Code, with the benefits payable latest in time subject to reduction first.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction shall occur in the following order: reduction of cash payments; cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); cancellation of accelerated vesting of equity awards; reduction of employee benefits. Within any such category of “parachute payment”, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are, and to the extent any such payment is to be made over time (e.g., in installments, etc.), then the payments shall be waived in reverse chronological order. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's an independent public accountants firm immediately prior to Change of Control (the "Accountants"“Firm”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 3(a)(i) shall be payable either: (i) in full, or (ii) reduced as to such lesser amount which extent as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by a national “Big Four” accounting firm selected by the Company's independent public accountants Company or such other person or entity to which the parties mutually agree (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. . Any reduction in payments and/or benefits required by this Section 4 shall occur in the following order: (b1) The payment reduction of severance cash payments; (2) reduction of full-value equity award vesting acceleration, (3) reduction of stock option vesting acceleration, and (4) reduction of other benefits provided for in this Agreement paid to Employee. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be subject to all applicable income, employment and social tax rules and regulationscancelled in the reverse order of the date of grant for Employee equity awards.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 this Agreement shall be payable either: (i) in full, or or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under Section 2this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any Any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement 5. Any necessary reductions shall be subject implemented by reduction of payments to all applicable incomeExecutive in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, employment and social tax rules and regulationssuch acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986and, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall (the “280G Amounts”) will be payable either: : (ia) delivered in full, or ; or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's a nationally recognized firm of independent public accountants selected by the Company (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. In the event that a reduction of 280G Amounts is made in accordance with this Section 4, the reduction will occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order: (1) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G; (3) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first); and (4) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will Employee have any discretion with respect to the ordering of payment reductions. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 4(a)(i) shall be payable either: (i) • delivered in full, or (ii) • delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. 8. If payment is to be in a lesser amount then reduction shall occur in the following order: (bi) The payment reduction of severance benefits provided for payments of cash; and (ii) reduction in this Agreement equity awards; and in each category reduction shall be pro rata between those payments subject to all applicable income, employment Section 409A and social tax rules and regulations.payments not subject to Section 409A.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section Sections 2 and 3(a)(ii) shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2Sections 2 and 3(a)(ii), notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits (the "Benefits") provided for in this Agreement or otherwise payable to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") ), and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (or any corresponding provisions of state income tax law), then the Employee's benefits Benefits under Section 2 3 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits Benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax tax-basis, of the greatest greater amount of benefits under Section 2Benefits, notwithstanding that all or some portion of such benefits Benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. . In the event that subsection (a) above applies, then Employee shall be responsible for any excise taxes imposed with respect to such severance and other benefits. In the event that subsection (b) The payment of severance benefits above applies, then each benefit provided for in this Agreement hereunder shall be subject proportionately reduced to all applicable income, employment and social tax rules and regulationsthe extent necessary to avoid imposition of such excise taxes.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the EmployeeExecutive's benefits under Section 2 this Agreement shall be payable either: : (ia) delivered in full, or full or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement 5. In the event that a reduction is required, the reduction shall be applied first to any benefits that are not subject to all applicable incomeSection 409A of the Code, employment and social tax rules and regulationsthen shall be applied to benefits (if any) that are subject to Section 409A of the Code, with the benefits payable latest in time subject to reduction first.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 this Agreement shall be payable either: (i) in full, or (ii) as up to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's an independent public accountants accountant firm designated by the Parent (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good good-faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance 5. In the event that the Employee is entitled to multiple benefits provided for in that constitute “parachute payments” and the Accountants determine that such benefits must be reduced under this Agreement Section 5, then any such reduction shall be applied first to amounts that constitute “deferred compensation” (within the meaning of Section 409A of the Code and the regulations thereunder). If there is more than one such amount, then such reduction shall be applied on a pro rata basis to all such amounts. Subject to the foregoing rules, the Employee shall be entitled to determine the order in which such benefits are reduced, as long as after the reduction no portion of any such benefits is subject to all applicable income, employment and social the excise tax rules and regulationsimposed by Section 4999 of the Code.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's ’s benefits under Section 2 this Agreement or otherwise payable to Employee shall be payable either: either delivered in full (i) in fullwithout Employer paying any portion of the Excise Tax due upon such payment), or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company Employer and the Employee otherwise agree in writing, any determination required under this Section 4 9.6 shall be made in writing by the Company's Employer’s or an Affiliate’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company Employer for all purposes. For purposes of making the calculations required by this Section 49.6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company Employer and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9.6. The Company Employer shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49.6. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for Notwithstanding anything in this Agreement to the Employee contrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise (i“Payment”) would (a) constitute "a “parachute payments" payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code") ”), and (iib) but for this Sectionsentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's benefits under Section 2 such Payment shall either be payable either: (i) delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits Payment being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2largest payment, notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing The accounting firm engaged by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company Broadcom for all purposes. For general audit purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 as of the Code. The Company and the Employee shall furnish day prior to the Accountants such information effective date of the Change in Control shall perform the foregoing calculations, and, in connection therewith, shall perform customary parachute mitigation analysis and documents as the Accountants may reasonably request in order to make a determination under this Sectioncalculations. The Company Broadcom shall bear all costs expenses with respect to the Accountants may reasonably incur determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to Broadcom and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by Broadcom or Executive) or such other time as requested by Broadcom or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Broadcom and Executive. Any reduction in connection with any calculations contemplated by payments and/or benefits pursuant to this Section 10 will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to Executive. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In If the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s benefits under Section 2 hereunder shall be payable either: either (i) delivered in full, or (ii) delivered as to such lesser amount which extent which, or at such later time as, would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such benefits may (or might otherwise) be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes; provided that if benefits are reduced or deferred, the Executive shall choose the order in which such benefits are reduced or deferred. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. In the event a determination is made under this Section 9, the Company shall also require the Accountants to furnish Executive with a tax opinion regarding the calculations performed under this Section 9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants BDO Xxxxxxx or by a national “Big Four” accounting firm (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 7 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 9 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. 9. Any reduction in payments and/or benefits required by this Section 9 shall occur in the following order: (b1) The payment reduction of severance cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided for in this Agreement to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be subject to all applicable incomecancelled in the reverse order of the date of grant for Executive’s equity awards. If two or more equity awards are granted on the same date, employment and social tax rules and regulationseach award will be reduced on a pro-rata basis.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change in Control or a “Big Four” national accounting firm selected by the Company and approved by Executive (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (1) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (2) cancellation of Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (3) reduction of the accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted Equity Awards will be cancelled first and if more than one Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata); and (4) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will Executive exercise any discretion with respect to the ordering of any reduction of payments or benefits pursuant to this Section 5. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee Affiliate (i) constitute "parachute constitute"parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeAffiliate's severance benefits under Section 2 subsection 3(b) shall be payable either: (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results result in the receipt by the Employee Affiliate on an after-tax basis, of the greatest amount of benefits under Section 2subsection 3(b), notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Affiliate otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Affiliate and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Affiliate shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Covered Person (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's Covered Person’s severance benefits under Section 2 3(a)(i) shall be payable either: (i) delivered in full, or or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Covered Person on an after-after tax basis, of the greatest amount of benefits under Section 2severance payments and benefits, notwithstanding that all or some portion of such severance payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Covered Person otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing in good faith by the accounting firm serving the Company's ’s independent public accountants immediately prior to the Change of Control (the "“Accountants")”) in good faith consultation with the Covered Person. In the event of a reduction in benefits hereunder, whose determination such benefits shall be conclusive reduced in the following order: (a) cash payments not subject to Section 409A of the Code; (b) cash payments subject to Section 409A of the Code; (c) equity compensation; and binding upon (d) non-cash forms of benefit. To the Employee and extent any payment is to be made over time, then the Company for all purposespayment shall be reduced in reverse chronological order. . For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable the application taxes and may rely on reasonable, reasonable good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Covered Person shall furnish to the Accountants such information and documents as the Accountants may reasonably reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided ---------------------- for in this Agreement to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section 2 shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, 2 notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 18, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall this Agreement will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 18 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change in Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 418, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. 18. Any reduction in payments and/or benefits required by this Section 18 shall occur in the following order: (b1) The payment reduction of severance cash payments; and (2) reduction of other benefits provided for in this Agreement paid to Executive. In the event that acceleration of vesting of any equity awards is to be reduced, such acceleration of vesting shall be subject to all applicable income, employment and social tax rules and regulationscancelled in the reverse order of the date of grant for Executive’s equity awards.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section Sections 2 and 3 shall be payable either: (ia) in full, or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2Sections 2 and 3, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 7(l) shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 47(l), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47(l). (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 4(a)(i) shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 Sections 7 or 8 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by an independent public accountant selected by the Company's independent public accountants , immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this SectionSection 10, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 7 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 10 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 410, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 10. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. 10. Any reduction in payments and/or benefits required by this Section 10 shall occur in the following order: (b1) The payment reduction of severance cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided for in this Agreement to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be subject to all applicable incomecancelled in the reverse order of the date of grant for Executive’s equity awards. If two or more equity awards are granted on the same date, employment and social tax rules and regulationseach award will be reduced on a pro-rata basis.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 7, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 4(b) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 7 will be made in writing by the Company's ’s independent public accountants immediately prior to the Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 47, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee Executive (ix) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (iiy) but for this Section, Section 5 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s benefits under Section 2 shall will be payable either: either (i) delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, any non-cash amounts will be reduced prior to the reduction of any cash amounts. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by the Company's a well-recognized independent public accountants accounting firm chosen by the Company (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 shall 3(a) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the "Accountants"), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance and other benefits under Section 2 shall will be payable either: (i) delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance and other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 9 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment 9. In the event the Accountants determine that this Section 9 requires a reduction in Executive’s severance or other benefits, the reduction will occur in the following order: reduction of severance benefits provided for cash payments; reduction of employee benefits; cancellation of accelerated vesting of equity awards; cancellation of equity awards that are considered to be contingent upon the Change of Control transaction. If Executive fails to make an appropriate reduction election within the reasonable time period determined by the Board, in this Agreement its sole discretion, the order of reduction shall be subject to all applicable income, employment and social tax rules and regulationsdetermined by the Board.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's ’s benefits under Section 2 hereunder shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the CodeExcise Tax. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing in good faith by the accounting firm serving as the Company's ’s independent public accountants immediately prior to the Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and ---------------------- other benefits provided for in this Agreement to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue ------------------ Code of 1986, as amended (the "Code") and (ii) but for this Section, would be ---- subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section Sections 2 and 3 shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2Sections 2 and 3, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 7(1) shall be made in writing by the Company's independent public accountants (the "Accountants"), whose ----------- determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 47(1), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47(1). (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986and, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall will be payable either: : (ia) delivered in full, or ; or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to a Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 shall be payable either: : (ia) delivered in full, or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company Bank and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the CompanyBank's independent public accountants immediately prior to Change in Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company Bank for all purposes. For purposes of making the calculations required by this Section 41, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company Bank and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In If the event that the severance benefits provided for in this Agreement to the Employee (i) constitute a "parachute paymentspayment(s)" within the meaning of Section SECTION 280G of the Internal Revenue Code of 1986, as amended (the "CodeCODE") and (ii) but for this Section, would be subject to the excise tax imposed by Section SECTION 4999 of the Code, then the Employee's severance benefits under Section SECTION 2 shall be payable either: : (ia) in full, or ; or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section SECTION 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section SECTION 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under Section 2SECTION 2 hereof, notwithstanding that all or some portion of such severance benefits may be taxable under Section SECTION 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 SECTION 5 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4SECTION 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section SECTIONS 280G and AND 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4SECTION 5. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 2 shall 3 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 6. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. 6. Any reduction in payments and/or benefits required by this Section 6 shall occur in the following order: (b1) The payment reduction of severance cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided for in this Agreement to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be subject cancelled in the reverse order of the date of grant for Executive’s equity awards. If two or more equity awards are granted on the same date, each equity award will be reduced on a pro-rata basis. In no event will Executive exercise any discretion with respect to all applicable income, employment and social tax rules and regulationsthe ordering of any reduction of payments or benefits pursuant to this Section 6.

Limitation on Payments. (a) In the event that any of the severance payments or benefits provided for in this Agreement to the Employee or otherwise (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 4.2, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s payments or benefits under Section 2 shall this Agreement or otherwise will be payable either: : (ij) delivered in full, or or (iik) delivered as to such lesser amount extent which would result in no portion of such severance payments or benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee on an after-tax basis, basis of the greatest amount of benefits under Section 2payments and benefits, notwithstanding that all or some portion of such payments or benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall 4.2 will be made in writing by the Company's ’s independent public accountants immediately prior to the Change in Control Date (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 44.2, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4.2. The Company shall will bear all fees and costs payable to the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. 4.2. Any reduction in payments and/or benefits required by this Section 4.2 shall occur in the following order: (b1) The payment reduction of severance cash payments, (2) reduction of equity acceleration (full-value awards first, then stock options), and (3) other benefits provided for in this Agreement paid to the Employee. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be subject to all applicable income, employment and social tax rules and regulationscancelled in the reverse order of the date of grant of the equity awards.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company Bank and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Company's Bank’s independent public accountants immediately prior to Change in Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company Bank for all purposes. For purposes of making the calculations required by this Section 41, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company Bank and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In To the event extent that any of the severance payments and benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) and, but for this SectionSection 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s benefits under Section 2 5(a) and (b) above, as applicable, shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, basis of the greatest amount of severance benefits under Section 2Sections 5(a) or (b) above, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance acceleration of vesting and other benefits (the “Benefits”) provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code") ”), and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (or any corresponding provisions of state income tax law), then the Employee's benefits Executive’s Benefits under Section 2 3 shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits Benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax tax-basis, of the greatest greater amount of benefits under Section 2Benefits, notwithstanding that all or some portion of such benefits Benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants (the "Accountants")’s accountants, whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants Company’s accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants Company’s accountants such information and documents as the Accountants Company’s accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants Company’s accountants may reasonably incur in connection with any calculations contemplated by this Section 4. . In the event that subsection (a) above applies, then Executive shall be responsible for any excise taxes imposed with respect to such severance and other benefits. In the event that subsection (b) The payment of severance benefits above applies, then each benefit provided for in this Agreement hereunder shall be subject proportionately reduced to all applicable income, employment and social tax rules and regulationsthe extent necessary to avoid imposition of such excise taxes.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants BDO Sxxxxxx or by a national “Big Four” accounting firm (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this SectionSection 10, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 10 shall be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 410, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment 10. If there is a reduction pursuant to this Section 10 of the severance benefits provided for in to be delivered to Executive, such reduction shall first be applied to any cash amounts to be delivered to the Executive under this Agreement shall be subject and thereafter to all applicable income, employment and social tax rules and regulationsany other severance benefits of Executive hereunder.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee Executive (ix) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (iiy) but for this SectionSection 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s benefits under Section 2 shall will be payable either: either (i) delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, any non-cash amounts will be reduced prior to the reduction of any cash amounts. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by the Company's a well-recognized independent public accountants accounting firm chosen by the Company (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 6. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In You shall bear all expense of, and be solely responsible for, all Federal, state, local or foreign taxes due with respect to any payment received by or in respect of you hereunder, including any excise tax imposed by Section 4999 of the event Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by you, whether payable under the severance benefits provided for in terms of this Agreement to or any other plan, arrangement or agreement with the Employee Company or an affiliate (i) collectively, the “Payments”), that would constitute "a “parachute payments" payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”), shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the “net after-tax benefit” (as defined below) and received by you shall exceed the net after-tax benefit that would be received by you if no such reduction was made. (b) For purposes of Section 12, the “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company or its affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) but the amount of all Federal, state and local income and employment taxes payable by you with respect to the foregoing, calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in clause (i) above. (c) All determinations under this Section 12 shall be made by an accounting firm that is selected for this Sectionpurpose by the Board prior to the Change in Control Event (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company shall direct the 280G Firm to submit any determination it makes under this Section 12 and detailed supporting calculations to both you and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under Section 12, would the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, then and the Employee's benefits Company shall pay such reduced amount to you. The 280G Firm shall make reductions required under this Section 2 12 in a manner that maximizes the net after-tax amount payable to you. As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 12, it is possible that amounts shall have been paid or distributed to you that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to you (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or you, which assertion the 280G Firm believes has a high probability of success, or controlling precedent or substantial authority, that an Overpayment has been made, you shall promptly repay to the Company, without interest, an amount equal to such Overpayment; provided, however, that no loan shall be deemed to have been made and no amount shall be payable either: (i) in fullby you to the Company unless, or (ii) as and then only to such lesser the extent that, the deemed loan and payment would either reduce the amount on which would result in no portion of such severance benefits being you are subject to excise tax under Section 4999 of the Code, whichever Code or generate a refund of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless If the Company and 280G Firm determines based upon controlling precedent or substantial authority that an Underpayment has occurred, the Employee otherwise agree in writing, any determination required under this Section 4 280G Firm shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee notify you and the Company for all purposes. For purposes of making such determination and the calculations required by this Section 4, Company shall promptly pay the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning amount of such Underpayment to you. (e) The parties shall provide the application of Section 280G Firm access to and 4999 copies of the Code. The Company and the Employee shall furnish to the Accountants such information any books, records, and documents in their possession as reasonably requested by the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs 280G Firm, and otherwise cooperate with the Accountants may reasonably incur 280G Firm in connection with any the preparation and issuance of the determinations and calculations contemplated by this Section 412. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's Executive’s benefits under Section 2 this Agreement shall be payable either: : (ia) Delivered in full, or ; or (iib) Delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement 5. In the event that a reduction is required, the reduction shall be applied first to any benefits that are not subject to all applicable incomeSection 409A of the Code, employment and social tax rules and regulationsthen shall be applied to benefits (if any) that are subject to Section 409A of the Code, with the benefits payable latest in time subject to reduction first.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change in Control or a “Big Four” national accounting firm selected by the Company (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (1) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (2) cancellation of Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (3) reduction of the accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted Equity Awards will be cancelled first and if more than one Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata); and (4) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will Executive exercise any discretion with respect to the ordering of any reduction of payments or benefits pursuant to this Section 5. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance and other benefits under Section 2 shall will be payable either: (i) delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance and other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 9 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment 9. In the event the Accountants determine that this Section 9 requires a reduction in Executive's severance or other benefits, the reduction will occur in the following order: reduction of severance benefits provided for cash payments; reduction of employee benefits; cancellation of accelerated vesting of equity awards; cancellation of equity awards that are considered to be contingent upon the Change of Control transaction. If Executive fails to make an appropriate reduction election within the reasonable -4- time period determined by the Board, in this Agreement its sole discretion, the order of reduction shall be subject to all applicable income, employment and social tax rules and regulationsdetermined by the Board.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "parachute payments" within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended or replaced (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the CodeCode (the "Excise Tax"), then the Employee's severance benefits under hereunder Section 2 3 shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the CodeExcise Tax. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing in good faith by the accounting firm serving as the Company's independent public accountants immediately prior to the Change of Control (the "Accountants"). In the event of a reduction in benefits hereunder, whose determination the Employee shall be conclusive and binding upon given the Employee and the Company for all purposeschoice of which benefits to reduce. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 23, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the EmployeeExecutive's severance benefits under Section 2 10 shall be payable either: : (i) delivered in full, or or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 23 shall be made in writing in good faith by the accounting firm serving as the Company's independent public accountants immediately prior to the Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 423, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 423. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the "“Code"”) and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 3(a)(i) shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, amounts taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made so that benefits are delivered to a lesser extent, any cash amounts will be reduced or modified prior to the reduction of any non-cash amounts. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by a nationally recognized “Big Four” accounting firm selected by the Company's independent public accountants Company (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. Any reduction in payments and/or benefits required by this Section 5 will occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Employee. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for Employee’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 3, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 2(a) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 3 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 43, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 43. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement Section 6 to the Employee (i) constitute "“parachute payments" ” within the meaning of Section section 280G of the Internal Revenue Code of 1986, (as amended (from time to time, the "“Code"”) and (ii) would, but for this Sectionsection, would be subject to the excise tax imposed by Section section 4999 of the Code, then the Employee's ’s benefits under Section 2 section 6.3 shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which as would result in no portion of such severance benefits being subject to excise tax under Section section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state state, and local income taxes and the excise tax imposed by Section section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, 6.3 notwithstanding that all or some portion of such severance benefits may be taxable under Section section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 6.6 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46.6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46.6. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 7, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance and benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 7 shall be made in writing by the Company's independent public accountants immediately prior to a Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 47, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, the payments and benefits shall be reduced in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the “parachute payments” occurs): (A) a pro rata reduction of (i) cash payments that are subject to Section 409A as deferred compensation and (ii) cash payments not subject to Section 409A of the Code; (B) a pro rata cancellation of (i) accelerated vesting of stock and other equity-based awards that are subject to Section 409A of the Code as deferred compensation and (ii) stock and other equity-based awards not subject to Section 409A; and (C) a pro rata reduction of (i) employee benefits that are subject to Section 409A as deferred compensation and (ii) employee benefits not subject to Section 409A of the Code. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's an independent public accountants firm immediately prior to Change of Control (the "Accountants"“Firm”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided ---------------------- for in this Agreement to the Employee Director (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeDirector's benefits under Section 2 1 shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Director on an after-tax basis, of the greatest amount of benefits under Section 2, 1 notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Director otherwise agree in writing, any determination required under this Section 4 3 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Director and the Company for all purposes. For purposes of making the calculations required by this Section 43, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee Director shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 43. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other ---------------------- benefits provided for in this Agreement to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue ------------------- Code of 1986, as amended (the "Code") and (ii) but for this Section, would be ---- subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section Sections 2 and 3 shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2Sections 2 and 3, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 7(1) shall be made in writing by the Company's independent public accountants (the "Accountants"), whose ----------- determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 47(1), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47(1). (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the Employee's severance benefits under Section 2 3(a)(i) shall be payable either: (i) delivered in full, or or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance payments and benefits, notwithstanding that all or some portion of such severance payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing in good faith by the accounting firm serving as the Company's independent public accountants immediately prior to the Change of Control (the "Accountants"), whose determination in good faith consultation with the Employee. In the event of a reduction in benefits hereunder, the Employee shall be conclusive and binding upon given the Employee and the Company for all purposeschoice of which benefits to reduce. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable the application taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 4(a)(i) shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Company's independent public accountants immediately prior to a Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this SectionSection 7, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's ’s benefits under Section 2 hereunder shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the CodeExcise Tax. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 7 shall be made in writing in good faith by the accounting firm serving as the Company's ’s independent public accountants immediately prior to the Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 47, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In To the event extent that the severance any payments and benefits provided for in this Agreement or otherwise payable to the Employee (i) Executive constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the "“Code") ”), and (ii) but for this Section, Section would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's such benefits under Section 2 shall be payable either: : (i) delivered in full, or or (ii) as reduced to such lesser amount which extent as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. Section. In the event that subsection (a) above applies, then Executive shall be responsible for any excise taxes imposed with respect to such benefits. In the event that subsection (b) The payment of severance benefits applies, then each benefit provided for in this Agreement hereunder shall be subject proportionately reduced to all applicable income, employment and social tax rules and regulationsthe extent necessary to avoid imposition of such excise taxes.