Common use of Limitation on Payments Clause in Contracts

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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 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 severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance ’s termination benefits under Section 6 shall be payable either (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance termination 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 termination benefits under this Agreement, notwithstanding that all or some portion of such severance termination benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b6(a)(iii)) subject to reasonable limitations (including, for example, express provisions under the Company's ’s benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any Any determination required under this Section 8 shall be made in writing by a nationally recognized accounting or consulting firm appointed by the Company's independent public accountants (, which firm shall not then be serving as accountant or auditor for or consultant to the "Accountants"), Company or the person or entity that effected the Change in Control and whose determination determinations shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants such firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such firm such information and documents as the Accountants such firm may reasonably request in order to make a determination under this SectionSection 8. The Company shall bear all costs the Accountants such firm may reasonably incur in connection with any calculations contemplated by this Section 8.

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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 6 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 severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's ’s benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 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 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

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 8 6, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee's ’s severance benefits under Section 6 shall will 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 of the Code. (b) 4999. If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Excise Tax, the Employee reduction shall be entitled to select which payments or benefits will be reduced and occur in the manner and method of any such following order: (1) reduction of such payments or benefits the cash severance payments; (including but not limited to 2) cancellation of accelerated vesting of the number Employee’s equity awards; and (3) reduction of options continued employee benefits. In the event that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under acceleration of vesting of the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits Employee’s equity awards is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee, the Company will determine which amounts to reduce’s equity awards. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall 6 will be made in writing by an independent firm selected by the Company's independent public accountants Company with the consent of Employee, which consent shall not be unreasonably withheld, delayed or conditioned (the "Accountants"“Firm”), immediately prior to the change of control, 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 86, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Employee shall 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 SectionSection 6. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 86.

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 8 6, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee's ’s severance benefits under Section 6 shall will 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 of the Code. (b) 4999. If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Excise Tax, the Employee reduction shall be entitled to select which payments or benefits will be reduced and occur in the manner and method of any such following order: (1) reduction of such payments or benefits the cash severance payments; (including but not limited to 2) cancellation of accelerated vesting of the number Employee’s equity awards; and (3) reduction of options continued employee benefits. In the event that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under acceleration of vesting of the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits Employee’s equity awards is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee, the Company will determine which amounts to reduce’s equity awards. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall 6 will be made in writing by an independent firm selected by the Company's independent public accountants Company with the consent of Employee (the "Accountants"“Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the change of control, 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 86, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Employee shall 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 SectionSection 6. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 86.

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 1986 (the "“Code"”) and (ii) but for this Section 8 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 6 shall will be payable either 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 the 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee excise tax under Section 4999 of the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Code, the Employee reduction shall be entitled to select which payments or benefits will be reduced and occur in the manner and method of any such following order unless the Company determines in writing a different order: (1) reduction of such the severance payments under Sections 7(a)(i) or benefits 7(b)(i); (including but not limited to 2) cancellation of accelerated vesting of Awards; and (3) reduction of continued employee benefits. In the number event that acceleration of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements vesting of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits Award compensation is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Awards. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 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 8, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

Limitation on Payments. (a) In Notwithstanding any other provision of this Employment Agreement or any other agreement or arrangement between Executive and the Company or any of its affiliates, in the event that the severance payments and other benefits provided for in this Agreement Employment Agreement, together with all other payments and benefits that Executive receives or otherwise payable is entitled to receive from the Employee Company or any of its subsidiaries, (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 8 8.0, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance such payments and benefits under Section 6 shall will be payable either either: (ia) delivered in full, or ; or (iib) delivered as to such lesser amount which extent as would result in no portion of such severance payments and 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 this Agreementpayments and benefits, notwithstanding that all or some portion of such severance payments and benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits constituting “parachute payments” is finally determined necessary so that payments and benefits are delivered to a lesser extent under Section 8.0(b) hereof, reduction shall occur in accordance the following order: (i) reduction of cash severance payments (reduced from the latest scheduled payments to the earliest scheduled payments); (ii) cancellation of any equity awards that are included under Section 280G of the Code at full value rather than accelerated value (reduced from highest value to lowest value under Section 280G of the Code and, if such values are the same, from latest to earliest scheduled vesting dates); (iii) cancellation of the accelerated vesting of any equity awards included under Section 280G of the Code at an accelerated value (and not at full value), which shall be reduced with the provisions highest value reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) (and if such values are the same, from latest to earliest vesting dates); and (iv) reduction of any other non-cash benefits (including the value of the accelerated payment of any cash payments), reduced in the order of highest to lowest value under Code Section 280G (and if such values are the same, from latest to earliest payment dates); provided, in each case, that any such reduction shall be made in a manner consistent with the requirements of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) 409A. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 8.0 will be made in writing by an independent, nationally recognized accounting firm selected by the Company's independent public accountants 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 88.0, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 SectionSection 8.0. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 88.0.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (ia) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (iib) but for this Section 8 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 6 5(a) shall be payable either 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 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If . In the event of a reduction in accordance with Section 6(ii), the payments reduction will occur, with respect to such severance and other benefits considered “parachute payments” within the meaning of Section 280G of the Code, in the following order: • First, stock options or stock appreciation rights that would otherwise meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code, (ii) are assumed or substituted by the surviving corporation or its parent, and (iii) are “underwater” or “at-the-money”; • Second, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are assumed or substituted by the surviving corporation or its parent, and (iv) are “underwater” or “at-the-money”; • Third, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code, (ii) are assumed or substituted by the surviving corporation or its parent, and (iii) are “in-the-money”; • Fourth, restricted stock, restricted stock units, performance shares or other outstanding equity awards (other than stock options or stock appreciation rights) that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code and (ii) either are assumed or substituted by the surviving corporation or its parent or “cashed-out” in connection with the Change of Control; • Fifth, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code and (ii) are “cashed-out” in connection with the Change of Control; • Sixth, cash severance, bonus, retention and other similar pay (including such cash severance pay provided pursuant to Section 5(a)(i) above) that are treated as “contingent” under Section 280G of the Code; • Seventh, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are assumed or substituted by the surviving corporation or its parent, and (iv) are “in-the-money”; • Eighth, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are “cashed-out” in connection with the Change of Control, and (iv) are “in-the-money”; • Ninth, restricted stock, restricted stock units, performance shares or other outstanding equity awards (other than stock options or stock appreciation rights) that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, and (iii) either are assumed or substituted by the surviving corporation or its parent or “cashed-out” in connection with the Change of Control; • Tenth, the acceleration in the timing of any “vested” payment in cash or in kind. For this purpose, a payment will be considered “vested” if the payment is vested at the time the payment acceleration occurs and any vesting of the payment that has occurred is not considered “contingent” under Section 280G of the Code; • Eleventh, Company-Paid Coverage under the long-term disability and life insurance plans provided pursuant to Section 5(a) and any other taxable benefits provided or paid for by the Company; and • Twelfth, Company-Paid Coverage under the health, dental, and vision plans provided pursuant to Section 5(a) and any other tax-free benefits provided or provided paid for by the Company. For purposes of this Section 6, the following rules will apply: • In the first and second categories above, if there are multiple grants of stock options or stock appreciation rights, the most “underwater” award will be reduced first with each subsequent reduction applying to the next most “underwater” award; • In the third and seventh categories above, if there are multiple grants of stock options or stock appreciation rights, the least “in-the-money” award will be reduced first with each subsequent reduction applying to the next most “in-the-money” award; • In the fourth, fifth, eighth, and ninth categories, if there are multiple grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or other equity awards, each grant within each category will be reduced on a pro-rata basis; and • In the sixth and tenth categories, if there are multiple types of cash or in-kind payments, each payment within each category will be reduced on a pro-rata basis. For clarification purposes, these rules do not change the order described above but rather provide ordering rules that apply within each category in the event of multiple equity grants or payments. For purposes of this Section 6, the following terms used herein will mean: • Whether an equity award will be treated as “contingent” will be determined in accordance with Treasury Regulation Section 1.280G-1 A-22. • An equity award will be “cashed-out” in connection with a Change of Control if the award is cancelled after payment to the Employee under of an amount in cash or cash equivalents equal to (A) the terms fair market value of this Agreement is necessary to comply with the provisions shares of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited Company Common Stock subject to the number equity award at the time of options that would vest under Section 6(b) subject to reasonable limitations the Change of Control (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions applicable equity award agreement) minus (B) the exercise or purchase price, if any, of the shares of Company Common Stock subject to the equity award at the time of the Change of Control. • A stock option or stock appreciation right will be considered “underwater” if: (A) the award accelerates or is valued for purposes of Section 8(c)280G on the date of the Change of Control and the per share exercise price of the award is greater than the per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (B) the Employee shall notify award accelerates or is valued for purposes of Section 280G of the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by Code on any date after the Employee, Change of Control and the Company will determine which amounts to reduce. Ifper share exercise price of the award, as a result of any reduction required by Section 8(a), amounts previously paid adjusted pursuant to the Employee exceed Change of Control, is greater than the amount fair market value of a share of common stock with respect to which the Employee award may be exercised. • A stock option or stock appreciation right will be considered “at-the-money” if: (A) the award accelerates or is entitled, valued for purposes of Section 280G on the Employee will promptly return date of the excess amount Change of Control and the per share exercise price of the award is equal to the Company. per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (cB) the award accelerates or is valued for purposes of Section 280G of the Code on any date after the Change of Control and the per share exercise price of the award, as adjusted pursuant to the Change of Control, is equal to the fair market value of a share of common stock with respect to which the award may be exercised. A stock option or stock appreciation right will be considered “in-the-money” if: (A) the award accelerates or is valued for purposes of Section 280G on the date of the Change of Control and the per share exercise price of the award is less than the per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (B) the award accelerates or is valued for purposes of Section 280G of the Code on any date after the Change of Control and the per share exercise price of the award, as adjusted pursuant to the Change of Control, is less than the fair market value of a share of common stock with respect to which the award may be exercised. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 6 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8Section6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 86.

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 8 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 3(a)(i) shall be payable either 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 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 and the Company for all purposes. In the event of a reduction in the benefits hereunder, Employee shall be given the choice of which benefits to reduce. For purposes of making the calculations required by this Section 84, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 84.

Limitation on Payments. (a) In Notwithstanding anything to the contrary herein, in the event that the severance sum aggregate present value of (i) the Severance Payment payable under Section 6 hereof, (ii) any and all additional amount or benefits which may be paid or conferred to or on behalf of Executive in accordance with Section 7 hereof, and (iii) any and all other amounts or benefits provided for paid or conferred to or on behalf of Executive would constitute a “parachute payment” (“parachute payment” as used in this Agreement shall be defined in accordance with Section 280G(b)(2), or otherwise any successor thereto, of the Code), the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee (i) constitute "Executive under this Agreement constitutes a parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986payment; provided , as amended (the "Code") and (ii) but for however, that no such reduction under this Section 8 shall be made if the net after-tax payment (after taking into account, Federal, state, local or other income and excise taxes) to which Executive would otherwise be entitled without such reduction would be subject to greater than the excise net after-tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 shall be payable either payment (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, after taking into account the applicable federalFederal, state state, local or other income and local income taxes and the excise tax imposed by Section 4999, results in taxes) to Executive resulting from the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reducesuch reduction. If, as a result of any reduction required by Section 8(asubsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement), amounts previously paid to it is determined that payments hereunder have been reduced by more than the Employee exceed the minimum amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 8, then an additional payment shall be promptly made to Executive in writing by an amount equal to the Company's independent public accountants (the "Accountants"), whose determination shall excess reduction. All determinations required to be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by made under this Section 8, including whether a payment would result in a parachute payment and the Accountants may make reasonable assumptions to be utilized in arriving at such determination, shall be made and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning approved within fifteen (15) days after the application of Sections 280G and 4999 of Qualifying Termination by both (1) accountants selected by 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 8(2) Executive’s designated financial or legal advisor.

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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 6 7 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 Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Executive under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee Executive shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest accelerate as to vesting under Section 6(b) 7), subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee Executive shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeExecutive, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee Executive exceed the amount to which the Employee Executive is entitled, the Employee Executive will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 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 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 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 severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

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 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 3(a)(1) shall be payable either 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the employee. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b3(a)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 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 85, the Accountants may may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 85.

Limitation on Payments. (a) 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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 6 7 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 Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) A. If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Executive under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee Executive shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest accelerate as to vesting under Section 6(b) 7), subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee Executive shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeExecutive, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee Executive exceed the amount to which the Employee Executive is entitled, the Employee Executive will promptly return the excess amount to the Company. (c) A. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 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 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

Limitation on Payments. (a) In Notwithstanding anything to the contrary herein, in the event that the severance sum aggregate present value of (i) the Severance Payment payable under Section 6 hereof, (ii) any and all additional amount or benefits which may be paid or conferred to or on behalf of Executive in accordance with Section 7 hereof, and (iii) any and all other amounts or benefits provided for paid or conferred to or on behalf of Executive would constitute a “parachute payment” (“parachute payment” as used in this Agreement shall be defined in accordance with Section 280G(b)(2), or otherwise any successor thereto, of the Code), the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee (i) constitute "Executive under this Agreement constitutes a parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986payment; provided, as amended (the "Code") and (ii) but for however, that no such reduction under this Section 8 shall be made if the net after-tax payment (after taking into account, Federal, state, local or other income and excise taxes) to which Executive would otherwise be entitled without such reduction would be subject to greater than the excise net after-tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 shall be payable either payment (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, after taking into account the applicable federalFederal, state state, local or other income and local income taxes and the excise tax imposed by Section 4999, results in taxes) to Executive resulting from the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reducesuch reduction. If, as a result of any reduction required by Section 8(asubsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement), amounts previously paid to it is determined that payments hereunder have been reduced by more than the Employee exceed the minimum amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 8, then an additional payment shall be promptly made to Executive in writing by an amount equal to the Company's independent public accountants (the "Accountants"), whose determination shall excess reduction. All determinations required to be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by made under this Section 8, including whether a payment would result in a parachute payment and the Accountants may make reasonable assumptions to be utilized in arriving at such determination, shall be made and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning approved within fifteen (15) days after the application of Sections 280G and 4999 of Qualifying Termination by both (1) accountants selected by 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 8(2) Executive’s designated financial or legal advisor.

Limitation on Payments. (a) In the event that it is determined that any payment or distribution of any type to or for your benefit made by the severance and other benefits provided for in this Agreement Company, by any of its affiliates, by any person who acquires ownership or otherwise payable to effective control or ownership of a substantial portion of the Employee Company’s assets (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (ii) but for this Section 8 the “Total Payments”)), would be subject to the excise tax imposed by Section 4999 of the CodeCode or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Employee's severance such payments or distributions or benefits under Section 6 shall will be payable either either: (i) in full, or ; or (ii) as to such lesser amount which would result in no portion of such severance payments or distributions or benefits being subject to excise tax under Section 4999 of the CodeExcise Tax. You will receive the greater, 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 (i) or (ii) above. In the greatest amount event that clause (ii) above applies, and a reduction is required to be applied to the Total Payments, the Total Payments will be reduced by the Company in the following order: (1) payments and benefits due under Sections 7(b)(i) and (ii) will be reduced (if necessary, to zero) in such order with amounts that are payable first reduced first; provided, however that in all events such payments which are not subject to Section 409A of severance the Code will be reduced first; (2) payments and benefits under this Agreementdue in respect of any options to purchase shares of common stock of the Company will be reduced second; (3) payments and benefits due in respect of any fully valued Equity Awards (i.e., notwithstanding that all restricted stock or some portion of such severance benefits may be taxable restricted stock units) for which an election under Section 4999 83(b) of the Code has not been made will be reduced third and (4) payments and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has been made will be reduced fourth. Notwithstanding anything to the contrary herein, in all events, you will have no right, power or discretion to determine the reduction of payments and/or benefits hereunder and any such reduction will be structured in a manner intended to comply with Section 409A of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced . Unless you and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee agree otherwise agree in writing, any determination required under this Section 8 shall 5(b) will be made in writing by a qualified independent accountant or compensation consulting firm selected by the Company's independent public accountants Company (the "Accountants"), “Accountant”) whose determination shall will be conclusive and binding upon the Employee binding. You and the Company for all purposes. For purposes of making will furnish the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants Accountant such information documentation and documents as the Accountants Accountant may reasonably request in order to make a determination under this Sectiondetermination. The Company shall will bear all costs that the Accountants Accountant may reasonably incur in connection with performing any calculations contemplated by this Section 85(b).

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 Section 8 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 shall 3 and under any other applicable agreements will be payable either 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in required, the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and in the manner and method of any such following order: (A) a pro rata reduction of such (i) cash payments or benefits (including but not limited to the number of options that would vest under Section 6(b) are subject to reasonable limitations Section 409A as deferred compensation and (including, for example, express provisions under ii) cash payments not subject to Section 409A of the Company's benefit plansCode; (B) a pro rata reduction of (so long i) employee benefits that are subject to Section 409A as deferred compensation and (ii) employee benefits not subject to Section 409A; and (C) a pro rata cancellation of (i) accelerated vesting of stock and other equity-based awards that are subject to Section 409A as deferred compensation and (ii) stock and other equity-based awards not subject to Section 409A. In the requirements event that acceleration of Section 8(a) are met). Within thirty (30) days after the amount vesting of any required reduction in payments stock and benefits other equity-based award compensation is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock and other equity-based awards unless Executive elects in writing a different order for cancellation. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 4 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 84, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 84.

Limitation on Payments. (a) In If any payment or benefit you will or may receive from the event that the severance and other benefits provided for in this Agreement Company or otherwise payable to the Employee (a “280G Payment”) would (i) constitute "a “parachute payments" payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section 8 would sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's severance benefits under Section 6 any such 280G Payment pursuant to this Agreement (a “Payment”) shall be payable equal to the Reduced Amount. The “Reduced Amount” shall be either (ix) in full, or (ii) as to such lesser amount which the largest portion of the Payment that would result in no portion of such severance benefits the Payment (after reduction) being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of amount (i.e., the foregoing amountsamount determined by clause (x) or by clause (y)), after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999Excise Tax (all computed at the highest applicable marginal rate), results in the receipt by the Employee your receipt, on an after-tax basis, of the greatest amount of severance benefits under this Agreement, greater economic benefit notwithstanding that all or some portion of such severance benefits the Payment may be taxable under subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 4999 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (bc) If a reduction in Unless you and the payments and benefits that would otherwise be paid Company agree on an alternative accounting firm or provided law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the Employee under effective date of the terms of this Agreement is necessary to comply with Change in Control shall perform the provisions of Section 8(a), foregoing calculations. If the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (accounting firm so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeControl, the Company will determine which amounts to reduce. If, as shall appoint a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order nationally recognized accounting or law firm to make a determination under this Sectionthe determinations required hereunder. The Company shall bear all costs expenses with respect to the Accountants may determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a 280G 00000 Xxxxxxxxx Xxxxxx — Xxx Xxxxx — XX — 92121 — 858.824.1771 ph — 000.000.0000 fax Payment becomes reasonably incur in connection with likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (d) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), you shall have no obligation to return any calculations contemplated by this Section 8portion of the Payment pursuant to the preceding sentence.

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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 6 5 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 Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Executive under the terms of this Agreement is necessary to comply with the provisions of Section 8(a7(a), the Employee Executive shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b5(d) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a7(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c7(c), the Employee Executive shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeExecutive, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a7(a), amounts previously paid to the Employee Executive exceed the amount to which the Employee Executive is entitled, the Employee Executive will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 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 8Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8Section.

Limitation on Payments. (ai) 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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 6 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 Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (bii) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Executive under the terms of this Agreement is necessary to comply with the provisions of Section 8(a6(e)(i), the Employee Executive shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a6(e)(i) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c6(e)(iii), the Employee Executive shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeExecutive, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a6(e)(i), amounts previously paid to the Employee Executive exceed the amount to which the Employee Executive is entitled, the Employee Executive will promptly return the excess amount to the Company. (ciii) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 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 8Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8Section.

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 8 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 6 shall will be payable either 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 the 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments, if any; (3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued employee benefits. 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. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall the Executive have any discretion with respect to the ordering of payment reductions. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits that would otherwise will be paid or provided to the Employee under the terms of this Agreement is necessary to comply treated in accordance with the provisions results of Section 8(a)such vote, the Employee shall be entitled to select which payments except that any reduction in, or benefits will be reduced and the manner and method of any such reduction of waiver of, such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) 9. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 9 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 89, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 SectionSection 9. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 89.

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 8 7, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee's ’s severance benefits under Section 6 shall will 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 of the Code. (b) 4999. If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Excise Tax, the Employee reduction shall be entitled to select which payments or benefits will be reduced and occur in the manner and method of any such following order: (1) reduction of such payments or benefits the cash severance payments; (including but not limited to 2) cancellation of accelerated vesting of the number Employee’s equity awards; and (3) reduction of options continued employee benefits. In the event that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under acceleration of vesting of the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits Employee’s equity awards is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee, the Company will determine which amounts to reduce’s equity awards. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall 7 will be made in writing by an independent firm selected by the Company's independent public accountants Company with the consent of Employee (the "Accountants"“Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the change of control, 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 87, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Employee shall 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 SectionSection 7. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 87.

Limitation on Payments. (a) In a. If any payment or benefit Executive will or may receive from the event that the severance and other benefits provided for in this Agreement Company or otherwise payable to the Employee (a “280G Payment”) would (i) constitute "a “parachute payments" payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section 8 would sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's severance benefits under Section 6 any such 280G Payment pursuant to this Agreement (a “Payment”) shall be payable equal to the Reduced Amount. The “Reduced Amount” shall be either (ix) in full, or (ii) as to such lesser amount which the largest portion of the Payment that would result in no portion of such severance benefits the Payment (after reduction) being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of amount (i.e., the foregoing amountsamount determined by clause (x) or by clause (y)), after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999Excise Tax (all computed at the highest applicable marginal rate), results in the receipt by the Employee Executive’s receipt, on an after-tax basis, of the greatest amount of severance benefits under this Agreement, greater economic benefit notwithstanding that all or some portion of such severance benefits the Payment may be taxable under subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). b. Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 4999 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (b) If a reduction in c. Unless Executive and the payments and benefits that would otherwise be paid Company agree on an alternative accounting firm or provided law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the Employee under effective date of the terms of this Agreement is necessary to comply with Change in Control shall perform the provisions of Section 8(a), foregoing calculations. If the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (accounting firm so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeControl, the Company will determine which amounts to reduce. If, as shall appoint a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order nationally recognized accounting or law firm to make a determination under this Sectionthe determinations required hereunder. The Company shall bear all costs expenses with respect to the Accountants may determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably incur in connection with likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. d. If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 14(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 14(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 14(a), Executive shall have no obligation to return any calculations contemplated by this Section 8portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or 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 Section 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeOfficer's severance benefits under Section 6 3(a)(1) shall be payable either 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 Officer on an after-tax basis, of the greatest amount of severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the Officer. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Officer under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee Officer shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options stock awards that would vest under Section 6(b3(a)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee Officer shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeOfficer, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee Officer exceed the amount to which the Employee Officer is entitled, the Employee Officer will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Officer otherwise agree in writing, any determination required under this Section 8 5 shall be made in writing by a major national "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 Officer and the Company for all purposes. For purposes of making the calculations required by this Section 85, the Accountants may may, after taking into account the information provided by the Officer, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or 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 Section 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeOfficer's severance benefits under Section 6 3(a)(1) shall be payable either 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 Officer on an after-tax basis, of the greatest amount of severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the Officer. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Officer under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee Officer shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options stock awards that would vest under Section 6(b3(a)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee Officer shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeOfficer, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee Officer exceed the amount to which the Employee Officer is entitled, the Employee Officer will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Officer otherwise agree in writing, any determination required under this Section 8 5 shall be made in writing by a major national "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 Officer and the Company for all purposes. For purposes of making the calculations required by this Section 85, the Accountants may may, after taking into account the information provided by the Officer, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 85.

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 8 6 would be subject to the excise tax imposed by Section 4999 of the Code, then at the Employee's election, the Employee's severance benefits under Section 6 4 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 amountsselected by Employee that, 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 this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If the Employee elects (pursuant to Section 6(a)) a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Agreement, the Employee shall be entitled to select which the particular payments or benefits that will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options which equity-based awards that would vest under Section 6(b) Sections 4(a)(i)(A)), subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required elected reduction in payments and benefits is finally determined in accordance with the provisions of this Section 8(c6(b), the Employee shall notify the Company in writing regarding which the payments or benefits that are to be reduced. If no notification is given by the Employee, no amounts shall be reduced and the Company will determine which amounts to reduceEmployee's election under Section 6(a) shall be of no effect. If, as a result of any reduction required by elected under Section 8(a6(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

Limitation on Payments. (a) In a. If any payment or benefit Executive will or may receive from the event that the severance and other benefits provided for in this Agreement Company or otherwise payable to the Employee (a “280G Payment”) would (i) constitute "a “parachute payments" payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section 8 would sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's severance benefits under Section 6 any such 280G Payment pursuant to this Agreement (a “Payment”) shall be payable equal to the Reduced Amount. The “Reduced Amount” shall be either (ix) in full, or (ii) as to such lesser amount which the largest portion of the Payment that would result in no portion of such severance benefits the Payment (after reduction) being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of amount (i.e., the foregoing amountsamount determined by clause (x) or by clause (y)), after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999Excise Tax (all computed at the highest applicable marginal rate), results in the receipt by the Employee Executive’s receipt, on an after-tax basis, of the greatest amount of severance benefits under this Agreement, greater economic benefit notwithstanding that all or some portion of such severance benefits the Payment may be taxable under subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). b. Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 4999 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (b) If a reduction in c. Unless Executive and the payments and benefits that would otherwise be paid Company agree on an alternative accounting firm or provided law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the Employee under effective date of the terms of this Agreement is necessary to comply with Change in Control shall perform the provisions of Section 8(a), foregoing calculations. If the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (accounting firm so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeControl, the Company will determine which amounts to reduce. If, as shall appoint a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order nationally recognized accounting or law firm to make a determination under this Sectionthe determinations required hereunder. The Company shall bear all costs expenses with respect to the Accountants may determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably incur in connection with likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. d. If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 13(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 13(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 13(a), Executive shall have no obligation to return any calculations contemplated by this Section 8portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) In the event that the severance and or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to the Employee (icollectively, the “Payments”) (x) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (iiy) but for this Section 8 9.10, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance such payments or benefits under Section 6 shall will be payable either 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 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, of the greatest amount of severance benefits under this AgreementPayments, notwithstanding that all or some portion of such severance benefits Payments may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Code Section 409A as deferred compensation and (B) cash payments not subject to Code Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Code Section 409A as deferred compensation and (B) equity awards not subject to Code Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Employee’s equity awards. In no event will Employee have any discretion with respect to the ordering of payment reductions. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall 9.10 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 89.10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 9.10. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 89.10.

Limitation on Payments. (a) In Notwithstanding any other provision ---------------------- herein to the contrary, in the event that the severance and other benefits provided for in Executive becomes entitled to any payments under this Agreement and any portion of such payments or otherwise payable benefits, in the absence of this Section 5.4, would be subject to the Employee tax (ithe "Excise Tax") constitute "parachute payments" within the meaning of imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 8 would be subject ), then the amount payable to the excise Executive under this Agreement shall be reduced such that none of the amounts payable to the Executive under this Agreement, when added to 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 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 318(a) of the Code) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code. For purposes of applying the foregoing sentence, if in the opinion of tax imposed counsel selected by the Company's independent auditors and acceptable to the Executive, such payments or benefits (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 4999 280G(b)(4) of the Code, then the Employee's severance benefits under Section 6 shall be payable either (i) in fullsuch amounts, or (ii) as to such lesser in the case of the amount which would result representing reasonable compensation for services actually rendered before the date of the Change in no portion Control, only so much of such severance benefits being subject to excise tax under amount as exceeds the "base amount" (within the meaning of Section 4999 280G(b)(3) of the Code), whichever shall be excluded from any such calculation. Furthermore, in determining the maximum amount 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 this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under Executive which would not constitute a parachute payment within the terms meaning of this Agreement is necessary to comply with the provisions of Section 8(aSections 280G(b)(1) and (4), the Employee value of any non- cash benefits or any deferred payment or benefit shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall be made in writing by the Company's independent public accountants (auditors in accordance with 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 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application principles of Sections 280G 280G(d)(3) and 4999 (4) 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 8.

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 8 4 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 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 severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a4(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b2(b)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a4(a) are met). Within thirty fifteen (3015) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c4(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a4(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 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 84, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 84.

Limitation on Payments. (a) In If any of the event that payments or benefits received or to be received by the severance and other Executive in connection with a Change in Control or the Executive's termination of employment (whether such payments or benefits are provided for in pursuant to the terms of this Agreement or otherwise payable any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person) (such payments or benefits being hereinafter referred to as the "Total Payments") would be subject to the Employee excise tax (ithe "Excise Tax") constitute "parachute payments" within the meaning of imposed under Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "Code") ), then the payments under Paragraph 5 hereof shall be reduced and thereafter, if necessary, the Change-in-Control Payment shall be reduced (ii) but for this Section 8 would be not below the minimum possible amount), so that no portion of the Total Payments is subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 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 severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the CodeExcise Tax. (b) If a reduction For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the payments opinion of tax counsel ("Tax Counsel") selected by the Company and benefits that would otherwise be paid or provided reasonably acceptable to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Executive, the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (in whole or in part) do not constitute parachute payments, including but not limited by reason of Section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the number Excise Tax unless, in the opinion of options that would vest under Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 6(b280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise not subject to reasonable limitations the Excise Tax, and (including, for example, express provisions under iii) the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount value of any required reduction in payments and noncash benefits is finally or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application principles of Sections 280G 280G(d)(3) and 4999 (4) 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 8.

Limitation on Payments. (a) 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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 6 7 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 Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) B. If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Executive under the terms of this Agreement is necessary to comply with the provisions of Section 8(a8(A), the Employee Executive shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest accelerate as to vesting under Section 6(b) 7), subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a8(A) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c8(C), the Employee Executive shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeExecutive, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a8(A), amounts previously paid to the Employee Executive exceed the amount to which the Employee Executive is entitled, the Employee Executive will promptly return the excess amount to the Company. (c) C. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 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 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

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 8 6, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee's ’s severance benefits under Section 6 shall will 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 aftertax basis, of the greatest amount of severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 of the Code. (b) 4999. If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Excise Tax, the Employee reduction shall be entitled to select which payments or benefits will be reduced and occur in the manner and method of any such following order: (1) reduction of such payments or benefits the cash severance payments; (including but not limited to 2) cancellation of accelerated vesting of the number Employee’s equity awards; and (3) reduction of options continued employee benefits. In the event that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under acceleration of vesting of the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits Employee’s equity awards is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee, the Company will determine which amounts to reduce’s equity awards. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall 6 will be made in writing by an independent firm selected by the Company's independent public accountants Company with the consent of Employee (the "Accountants"“Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the change of control, 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 86, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Employee shall 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 SectionSection 6. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 86.

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 8 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 6 this Agreement shall be payable either 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the employee. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's Companies’ benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall be made in writing by the Company's independent public accountants ’s primary outside tax advisors 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 8, the Accountants may may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company Companies 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 Companies shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.

Limitation on Payments. (a) In the event that it is determined that any payment or distribution of any type to or for your benefit made by the severance and other benefits provided for in this Agreement Company, by any of its affiliates, by any person who acquires ownership or otherwise payable to effective control or ownership of a substantial portion of the Employee Company’s assets (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code or by any affiliate of 1986such person, as amended whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Code") and (ii) but for this Section 8 “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the CodeCode or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Employee's severance such payments or distributions or benefits under Section 6 shall will be payable either either: (i) in full, or ; or (ii) as to such lesser amount which would result in no portion of such severance payments or distributions or benefits being subject to excise tax under Section 4999 of the CodeExcise Tax. You will receive the greater, 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 (i) or (ii) above. In the greatest amount event that clause (ii) above applies, and a reduction is required to be applied to the Total Payments, the Total Payments will be reduced by the Company in the following order: (1) payments and benefits due under Sections 7(b)(i) and (ii) will be reduced (if necessary, to zero) in such order with amounts that are payable first reduced first; provided, however that in all events such payments which are not subject to Section 409A of severance the Internal Revenue Code of 1986, as amended (the “Code”) will be reduced first; (2) payments and benefits under this Agreementdue in respect of any options to purchase shares of common stock of the Company will be reduced second; (3) payments and benefits due in respect of any fully valued Equity Awards (i.e., notwithstanding that all restricted stock or some portion of such severance benefits may be taxable restricted stock units) for which an election under Section 4999 83(b) of the Code has not been made will be reduced third and (4) payments and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has been made will be reduced fourth. Notwithstanding anything to the contrary herein, in all events, you will have no right, power or discretion to determine the reduction of payments and/or benefits hereunder and any such reduction will be structured in a manner intended to comply with Section 409A of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced . Unless you and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee agree otherwise agree in writing, any determination required under this Section 8 shall 5(b) will be made in writing by a qualified independent accountant selected by the Company's independent public accountants Company (the "Accountants"), “Accountant”) whose determination shall will be conclusive and binding upon the Employee binding. You and the Company for all purposes. For purposes of making will furnish the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants Accountant such information documentation and documents as the Accountants Accountant may reasonably request in order to make a determination under this Sectiondetermination. The Company shall will bear all costs that the Accountants Accountant may reasonably incur in connection with performing any calculations contemplated by this Section 85(b).

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 8 7, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance and/or retention benefits under Section 6 this Agreement shall be payable either 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 severance benefits under this Agreementand/or retention benefits, notwithstanding that all or some portion of such severance and/or retention benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the employee. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a7(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options or other awards that would vest under Section 6(b3(b)) subject to reasonable limitations (including, for example, express provisions under the Company's ’s benefit plans) (so long as the requirements of Section 8(a7(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c7(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a7(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 7 shall be made in writing by the Company's independent public accountants ’s primary outside tax advisors 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 87, the Accountants may may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 87.

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 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 3(a)(1) shall be payable either 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the employee. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b3(a)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 5 shall be made in writing by the Company's independent public accountants (the "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 85, the Accountants may accountants may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants accountants such information and documents as the Accountants accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants accountants may reasonably incur in connection with any calculations contemplated by this Section 85.

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 8 6, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee's ’s severance benefits under Section 6 shall will 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 of the Code. (b) 4999. If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Excise Tax, the Employee reduction shall be entitled to select which payments or benefits will be reduced and occur in the manner and method of any such following order: (1) reduction of such payments or benefits the cash severance payments; (including but not limited to 2) cancellation of accelerated vesting of the number Employee’s equity awards; and (3) reduction of options continued employee benefits. In the event that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under acceleration of vesting of the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits Employee’s equity awards is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee, the Company will determine which amounts to reduce’s equity awards. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the the-Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall 6 will be made in writing by an independent firm selected by the Company's independent public accountants Company with the consent of Employee (the "Accountants"“Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the change of control, 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 86, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Employee shall 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 SectionSection 6. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 86.

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 8 14, 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 6 shall will 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 and other benefits being subject to the 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 this Agreementand other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (1) reduction of the cash severance payments, in the order that such payments would otherwise have been paid; (2) cancellation of accelerated vesting of equity awards that vest, in whole or in part, based on the achievement of performance criteria, in the reverse order that such awards would have vested; (3) cancellation of accelerated vesting of equity awards that vest based solely on continued service, in the order of the percentage of the fair market value of such awards that constitutes a parachute payment (commencing with the largest percentage); and (4) reduction of continued employee benefits. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits that would otherwise will be paid or provided to the Employee under the terms of this Agreement is necessary to comply treated in accordance with the provisions results of Section 8(a)such vote, the Employee shall be entitled to select which payments except that any reduction in, or benefits will be reduced and the manner and method of any such reduction of waiver of, such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) 14. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 14 will be made in writing by the Company's an independent public accountants firm (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 814, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 SectionSection 14. The Company shall will bear the fees of the Firm and all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 814.

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 8 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 6 shall will be payable either 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 the 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments, if any; (3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued employee benefits. 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. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall the Executive have any discretion with respect to the ordering of payment reductions. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits that would otherwise will be paid or provided to the Employee under the terms of this Agreement is necessary to comply treated in accordance with the provisions results of Section 8(a)such vote, the Employee shall be entitled to select which payments except that any reduction in, or benefits will be reduced and the manner and method of any such reduction of waiver of, such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) 9. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 9 will be made in writing by the Company's an independent public accountants firm immediately prior to a 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 89, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 SectionSection 9. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. (a) In the event that the severance payments, consideration, compensation and other benefits provided for in this Agreement or otherwise payable together with the payments, consideration, compensation and benefits under all other plans, arrangements and agreements applicable 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 8 14, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance ’s payments, consideration, compensation and benefits under Section 6 shall this Agreement will be payable either 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 severance benefits under this Agreementpayments, consideration, compensation and benefits, notwithstanding that all or some portion of such severance payments, consideration, compensation and benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments payments, consideration, compensation and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement constituting “parachute payments” is necessary so that parachute payments are delivered to comply with a lesser extent, reduction will occur in the provisions following order: (i) reduction of cash payments; (ii) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 8(a280G), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method (iii) cancellation of any such accelerated vesting of equity awards; (iv) reduction of such payments or benefits (including but not limited to employee benefits. In the number event that acceleration of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements vesting of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits equity award compensation is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall 14 will be made in writing by an independent accounting firm designated by the Company's independent public accountants Company that is reasonably acceptable to the Employee (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. The Company shall cause such determination to be made before the due date for payment of any amounts that become payable pursuant to Section 14 hereof. For purposes of making the calculations required by this Section 814, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 814.

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 8 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 6 shall will be payable either 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 the 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee excise tax under Section 4999 of the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Code, the Employee reduction shall occur in the following order: (1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments, if any; (3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be entitled to select which payments cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or benefits more equity awards are granted on the same date, each award will be reduced and on a pro-rata basis. In no event shall the manner and method of Executive have any such reduction of such payments or benefits (including but not limited discretion with respect to the number ordering of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met)payment reductions. Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 9 will be made in writing by the Company's an independent public accountants firm immediately prior to a 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 89, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 SectionSection 9. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 89.

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 8 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 6 shall this Agreement and benefits payable outside of this Agreement will be payable either either: (ia) delivered in full, or or (iib) 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments and benefits that would otherwise be paid or provided is required pursuant to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a)preceding sentence, the Employee reduction shall be entitled to select which payments or benefits occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced and pro rata (the manner and method “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of any such reduction the payments being subject to taxes pursuant to Section 409A of such payments or benefits the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (including but not limited A) as a first priority, the modification shall preserve to the number of options greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, the payments that would vest under Section 6(bare contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) subject to reasonable limitations before the payments that are not contingent on future events; and (includingC) as a third priority, for example, express provisions under the Company's benefit plans) (so long as payments that are “deferred compensation” within the requirements meaning of Section 8(a409A of the Code shall be reduced (or eliminated) before the Contingent Payments that are met). Within thirty (30) days after not deferred compensation within the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions meaning of Section 8(c), 409A of the Employee shall notify the Company in writing regarding which payments or benefits are to be reducedCode. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall will be made in writing by the Company's independent public accountants who are primarily used by the Company immediately prior to 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 8Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8Section.

Limitation on Payments. (a) In the event that the severance and or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (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 8 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance such payments or benefits under Section 6 shall will be payable either either: (ia) delivered in full, or Xxxxx - Xxxxxx - Executive Employment Agreement (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 severance benefits under this AgreementPayments, notwithstanding that all or some portion of such severance benefits Payments may be taxable under Section 4999 of the Code. (b) . If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that would otherwise are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be paid or provided cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the Employee under the terms ordering of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met)payment reductions. Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 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 Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (ia) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (iib) but for this Section 8 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 6 5(a) or other benefits shall be payable either 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 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits and other benefits may be taxable under Section 4999 of the Code. (b) If . In the event of a reduction in accordance with Section 6(ii), the payments reduction will occur, with respect to such severance and other benefits considered “parachute payments” within the meaning of Section 280G of the Code, in the following order: · First, stock options or stock appreciation rights that would otherwise meet all of the following: (i) the grant of which is treated as “contingent” (see definition below in this Section 6) under Section 280G of the Code, (ii) are assumed or substituted by the surviving corporation or its parent, and (iii) are “underwater” or “at-the-money” (see definitions below in this Section 6); · Second, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are assumed or substituted by the surviving corporation or its parent, and (iv) are “underwater” or “at-the-money”; · Third, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code, (ii) are assumed or substituted by the surviving corporation or its parent, and (iii) are “in-the-money” (see definition below in this Section 6); · Fourth, restricted stock, restricted stock units, performance shares or other outstanding equity awards (other than stock options or stock appreciation rights) that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code and (ii) either are assumed or substituted by the surviving corporation or its parent or “cashed-out” (see definition below in this Section 6) in connection with the Change of Control; · Fifth, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code and (ii) are “cashed-out” in connection with the Change of Control; · Sixth, cash severance, bonus, retention and other similar pay (including such cash severance pay provided pursuant to Sections 5(a)(i) and 5(a)(v) above) that are treated as “contingent” under Section 280G of the Code; · Seventh, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are assumed or substituted by the surviving corporation or its parent, and (iv) are “in-the-money”; · Eighth, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are “cashed-out” in connection with the Change of Control, and (iv) are “in-the-money”; · Ninth, restricted stock, restricted stock units, performance shares or other outstanding equity awards (other than stock options or stock appreciation rights) that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, and (iii) either are assumed or substituted by the surviving corporation or its parent or “cashed-out” in connection with the Change of Control; · Tenth, the acceleration in the timing of any “vested” payment in cash or in kind. For this purpose, a payment will be considered “vested” if the payment is vested at the time the payment acceleration occurs and any vesting of the payment that has occurred is not considered "contingent" under Section 280G of the Code; · Eleventh, Company-paid coverage under the long-term disability and life insurance plans and any other taxable benefits provided or paid for by the Company; and · Twelfth, Company-paid coverage under the health, dental, and vision plans and any other tax-free benefits provided or paid for by the Company. For purposes of this Section 6, the following rules will apply: · In the first and second categories above, if there are multiple grants of stock options or stock appreciation rights, the most “underwater” award will be reduced first with each subsequent reduction applying to the next most “underwater” award; · In the third and seventh categories above, if there are multiple grants of stock options or stock appreciation rights, the least “in-the-money” award will be reduced first with each subsequent reduction applying to the next most “in-the-money” award; · In the fourth, fifth, eighth, and ninth categories, if there are multiple grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or other equity awards, each grant within each category will be reduced on a pro-rata basis; and · In the sixth and tenth categories, if there are multiple types of cash or in-kind payments, each payment within each category will be reduced on a pro-rata basis. For clarification purposes, these rules do not change the order described above but rather provide ordering rules that apply within each category in the event of multiple equity grants or payments. For purposes of this Section 6, the following terms used herein will mean: · Whether an equity award will be treated as “contingent” will be determined in accordance with Treasury Regulation Section 1.280G-1 A-22. · An equity award will be “cashed-out” in connection with a Change of Control if the award is cancelled after payment to the Employee under of an amount in cash or cash equivalents equal to (A) the terms fair market value of this Agreement is necessary to comply with the provisions shares of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited Company Common Stock subject to the number equity award at the time of options that would vest under Section 6(b) subject to reasonable limitations the Change of Control (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions applicable equity award agreement) minus (B) the exercise or purchase price, if any, of the shares of Company Common Stock subject to the equity award at the time of the Change of Control. · A stock option or stock appreciation right will be considered “underwater” if: (A) the award accelerates or is valued for purposes of Section 8(c)280G on the date of the Change of Control and the per share exercise price of the award is greater than the per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (B) the Employee shall notify award accelerates or is valued for purposes of Section 280G of the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by Code on any date after the Employee, Change of Control and the Company will determine which amounts to reduce. Ifper share exercise price of the award, as a result of any reduction required by Section 8(a), amounts previously paid adjusted pursuant to the Employee exceed Change of Control, is greater than the amount fair market value of a share of common stock with respect to which the Employee award may be exercised. · A stock option or stock appreciation right will be considered “at-the-money” if: (A) the award accelerates or is entitled, valued for purposes of Section 280G on the Employee will promptly return date of the excess amount Change of Control and the per share exercise price of the award is equal to the Company. per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (cB) the award accelerates or is valued for purposes of Section 280G of the Code on any date after the Change of Control and the per share exercise price of the award, as adjusted pursuant to the Change of Control, is equal to the fair market value of a share of common stock with respect to which the award may be exercised. A stock option or stock appreciation right will be considered “in-the-money” if: (A) the award accelerates or is valued for purposes of Section 280G on the date of the Change of Control and the per share exercise price of the award is less than the per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (B) the award accelerates or is valued for purposes of Section 280G of the Code on any date after the Change of Control and the per share exercise price of the award, as adjusted pursuant to the Change of Control, is less than the fair market value of a share of common stock with respect to which the award may be exercised. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 6 shall be made in writing by a nationally recognized accounting or valuation 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 86, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 86.

Limitation on Payments. (a) In If any payment or benefit Executive will or may receive from the event that the severance and other benefits provided for in this Agreement Company or otherwise payable to the Employee (a “280G Payment”) would (i) constitute "a “parachute payments" payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section 8 would sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's severance benefits under Section 6 any such 280G Payment pursuant to this Agreement (a “Payment”) shall be payable equal to the Reduced Amount. The “Reduced Amount” shall be either (ix) in full, or (ii) as to such lesser amount which the largest portion of the Payment that would result in no portion of such severance benefits the Payment (after reduction) being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of amount (i.e., the foregoing amountsamount determined by clause (x) or by clause (y)), after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999Excise Tax (all computed at the highest applicable marginal rate), results in the receipt by the Employee Executive’s receipt, on an after-tax basis, of the greatest amount of severance benefits under this Agreement, greater economic benefit notwithstanding that all or some portion of such severance benefits the Payment may be taxable under Section 4999 of subject to the Code. (b) Excise Tax. If a reduction in the payments and benefits that would otherwise be paid or provided a Payment is required pursuant to the Employee under preceding sentence and the terms Reduced Amount is determined pursuant to clause (x) of this Agreement is necessary to comply with the provisions of Section 8(a)preceding sentence, the Employee reduction shall be entitled to select which payments or benefits occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced and pro rata (the manner and method “Pro Rata Reduction Method”). Notwithstanding any provision of any such reduction of such payments or benefits (including but not limited the preceding paragraph to the number contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of options the Payment being subject to taxes pursuant to Section 409A of the Code that would vest under Section 6(b) not otherwise be subject to reasonable limitations (includingtaxes pursuant to Section 409A of the Code, for examplethen the Reduction Method and/or the Pro Rata Reduction Method, express provisions under the Company's benefit plans) (so long as the requirements case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 8(a409A of the Code shall be reduced (or eliminated) before Payments that are met). Within thirty (30) days after not deferred compensation within the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions meaning of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 409A of the Code. The Company Unless the Executive and the Employee shall furnish Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the Accountants such information and documents effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the Accountants may reasonably request individual, entity or group effecting the Change in order to make a determination under this Section. The Control, the Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.appoint a

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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 6 7 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 Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Executive under the terms of this Agreement is necessary to comply with the provisions of Section 8(a10(a), the Employee Executive shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(bSections 7(a)(iii) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a10(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c10(c), the Employee Executive shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeExecutive, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a10(a), amounts previously paid to the Employee Executive exceed the amount to which the Employee Executive is entitled, the Employee Executive will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 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 8Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8Section.

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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 6 5 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 Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Executive under the terms of this Agreement is necessary to comply with the provisions of Section 8(a7(a), the Employee Executive shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b5(d) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a7(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c7(c), the Employee Executive shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeExecutive, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a7(a), amounts previously paid to the Employee Executive exceed the amount to which the Employee Executive is entitled, the Employee Executive will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 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 8Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.to

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 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 3(a)(1) shall be payable either either (i1) delivered in full, or or (ii2) 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the Employee. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 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 85, the Accountants may may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 85.

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 8 Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 Sections 2 and 3(a)(ii) shall be payable either either: (ia) in full, or or (iib) as to such lesser amount (but not below zero) which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeCode or any interest or penalties with respect to such excise tax (such excise tax together with any such interest and penalties are hereafter collectively, referred to as the "Excise 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, basis of the greatest amount of severance benefits under this AgreementSections 2 and 3(a)(ii), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of subject to the Code. (b) If Excise Tax. Unless the Employee shall have given prior written notice specifying a different order to the Company to effectuate the reduction in severance benefits provided for in this Section 5(b), the Company shall reduce or eliminate the severance benefits under Sections 2 and 3(a)(ii) by (i) first reducing or eliminating those payments or benefits which are not payable in cash and (ii) then reducing or eliminating cash payments or benefits, in each case in reverse order beginning with payments or benefits that would otherwise which are to be paid or provided the furthest in time from the Determination (as hereinafter defined). To the extent permitted by law, any notice given by the Employee pursuant to the Employee under the terms of this Agreement is necessary to comply with preceding sentence shall take precedence over the provisions of Section 8(a)any other plan, arrangement or agreement governing the Employee shall be entitled Employee's rights and entitlements to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met)benefits. Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination (the "Determination") required under this Section 8 5 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination Determination shall be conclusive and binding upon the Employee and the Company for all purposespurposes subject to the application of Section 5(c), below. For purposes of making the calculations required by this Section 85, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 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 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 85. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the severance benefits under Sections 2 and 3(a)(ii) to be made to, or provided for the benefit of, the Employee will be either greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in this Section 5. (i) If it is established, pursuant to a final determination of a court or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Employee made on the date the Employee received the Excess Payment, which loan the Employee must repay to the Company together with interest at the applicable federal rate under Code Section 7872(f)(2); provided, that no loan shall be deemed to have been made and no amount will be payable by the Employee to the Company unless, and only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to the Excise Tax or generate a refund of tax, penalties or interest imposed under the Excise Tax. (ii) In the event that it is determined (A) by the Accountants, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS or (B) pursuant to a determination by a court, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Employee within ten (10) days after such determination or resolution, together with interest on such amount at the applicable federal rate under Code Section 7872(f)(2) from the date such amount would have been paid to the Employee until the date of payment.

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 8 6, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee's severance benefits under Section 6 shall will 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 of the Code. (b) 4999. If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Excise Tax, the Employee reduction shall be entitled to select which payments or benefits will be reduced and occur in the manner and method of any such following order: (1) reduction of such payments or benefits the cash severance payments; (including but not limited to 2) cancellation of accelerated vesting of the number Employee's equity awards; and (3) reduction of options continued employee benefits. In the event that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under acceleration of vesting of the CompanyEmployee's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits equity awards is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee, the Company will determine which amounts to reduce's equity awards. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall 6 will be made in writing by an independent firm selected by the Company's independent public accountants Company with the consent of Employee (the "Accountants"“Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the change of control, 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 86, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Employee shall 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 SectionSection 6. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 86.

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 8 22, 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 6 shall will be payable either either: (ia) delivered in full, or or (iib) delivered as to such lesser amount letter extent which would result in no portion of such severance and other benefits being subject to the 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 this Agreementand other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (1) reduction of the cash severance payments, in the order that such payments would otherwise have been paid; (2) cancellation of accelerated vesting of equity awards that vest, in whole or in part, based on the achievement of performance criteria, in the reverse order that such awards would have vested; (3) cancellation of accelerated vesting of equity awards that vest based solely on continued service, in the order of the percentage of the fair market value of such awards that constitutes a parachute payment (commencing with the largest percentage); and (4) reduction of continued employee benefits. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits that would otherwise will be paid or provided to the Employee under the terms of this Agreement is necessary to comply treated in accordance with the provisions results of Section 8(a)such vote, the Employee shall be entitled to select which payments except that any reduction in, or benefits will be reduced and the manner and method of any such reduction of waiver of, such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) 22. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 22 will be made in writing by the Company's an independent public accountants firm (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 822, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 SectionSection 22. The Company shall will bear the fees of the Firm and all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 822.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (ia) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (iib) but for this Section 8 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 6 5(a) or other benefits shall be payable either 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 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits and other benefits may be taxable under Section 4999 of the Code. (b) If . In the event of a reduction in accordance with Section 6(ii), the payments reduction will occur, with respect to such severance and other benefits considered “parachute payments” within the meaning of Section 280G of the Code, in the following order: · First, stock options or stock appreciation rights that would otherwise meet all of the following: (i) the grant of which is treated as “contingent” (see definition below in this Section 6) under Section 280G of the Code, (ii) are assumed or substituted by the surviving corporation or its parent, and (iii) are “underwater” or “at-the-money” (see definitions below in this Section 6); · Second, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are assumed or substituted by the surviving corporation or its parent, and (iv) are “underwater” or “at-the-money”; · Third, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code, (ii) are assumed or substituted by the surviving corporation or its parent, and (iii) are “in-the-money” (see definition below in this Section 6); · Fourth, restricted stock, restricted stock units, performance shares or other outstanding equity awards (other than stock options or stock appreciation rights) that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code and (ii) either are assumed or substituted by the surviving corporation or its parent or “cashed-out” (see definition below in this Section 6) in connection with the Change of Control; · Fifth, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code and (ii) are “cashed-out” in connection with the Change of Control; · Sixth, cash severance, bonus, retention and other similar pay (including such cash severance pay provided pursuant to Sections 5(a)(i) and 5(a)(v) above) that are treated as “contingent” under Section 280G of the Code; · Seventh, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are assumed or substituted by the surviving corporation or its parent, and (iv) are “in-the-money”; · Eighth, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are “cashed-out” in connection with the Change of Control, and (iv) are “in-the-money”; · Ninth, restricted stock, restricted stock units, performance shares or other outstanding equity awards (other than stock options or stock appreciation rights) that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, and (iii) either are assumed or substituted by the surviving corporation or its parent or “cashed-out” in connection with the Change of Control; · Tenth, the acceleration in the timing of any “vested” payment in cash or in kind. For this purpose, a payment will be considered “vested” if the payment is vested at the time the payment acceleration occurs and any vesting of the payment that has occurred is not considered "contingent" under Section 280G of the Code; · Eleventh, Company-paid coverage under the long-term disability and life insurance plans and any other taxable benefits provided or paid for by the Company; and · Twelfth, Company-paid coverage under the health, dental, and vision plans and any other tax-free benefits provided or paid for by the Company. For purposes of this Section 6, the following rules will apply: · In the first and second categories above, if there are multiple grants of stock options or stock appreciation rights, the most “underwater” award will be reduced first with each subsequent reduction applying to the next most “underwater” award; · In the third and seventh categories above, if there are multiple grants of stock options or stock appreciation rights, the least “in-the-money” award will be reduced first with each subsequent reduction applying to the next most “in-the-money” award; · In the fourth, fifth, eighth, and ninth categories, if there are multiple grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or other equity awards, each grant within each category will be reduced on a pro-rata basis; and · In the sixth and tenth categories, if there are multiple types of cash or in-kind payments, each payment within each category will be reduced on a pro-rata basis. For clarification purposes, these rules do not change the order described above but rather provide ordering rules that apply within each category in the event of multiple equity grants or payments. For purposes of this Section 6, the following terms used herein will mean: · Whether an equity award will be treated as “contingent” will be determined in accordance with Treasury Regulation Section 1.280G-1 A-22. · An equity award will be “cashed-out” in connection with a Change of Control if the award is cancelled after payment to the Employee under of an amount in cash or cash equivalents equal to (A) the terms fair market value of this Agreement is necessary to comply with the provisions shares of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited Company Common Stock subject to the number equity award at the time of options that would vest under Section 6(b) subject to reasonable limitations the Change of Control (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions applicable equity award agreement) minus (B) the exercise or purchase price, if any, of the shares of Company Common Stock subject to the equity award at the time of the Change of Control. · A stock option or stock appreciation right will be considered “underwater” if: (A) the award accelerates or is valued for purposes of Section 8(c)280G on the date of the Change of Control and the per share exercise price of the award is greater than the per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (B) the Employee shall notify award accelerates or is valued for purposes of Section 280G of the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by Code on any date after the Employee, Change of Control and the Company will determine which amounts to reduce. Ifper share exercise price of the award, as a result of any reduction required by Section 8(a), amounts previously paid adjusted pursuant to the Employee exceed Change of Control, is greater than the amount fair market value of a share of common stock with respect to which the Employee award may be exercised. · A stock option or stock appreciation right will be considered “at-the-money” if: (A) the award accelerates or is entitled, valued for purposes of Section 280G on the Employee will promptly return date of the excess amount Change of Control and the per share exercise price of the award is equal to the Company. per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (cB) the award accelerates or is valued for purposes of Section 280G of the Code on any date after the Change of Control and the per share exercise price of the award, as adjusted pursuant to the Change of Control, is equal to the fair market value of a share of common stock with respect to which the award may be exercised. · A stock option or stock appreciation right will be considered “in-the-money” if: (A) the award accelerates or is valued for purposes of Section 280G on the date of the Change of Control and the per share exercise price of the award is less than the per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (B) the award accelerates or is valued for purposes of Section 280G of the Code on any date after the Change of Control and the per share exercise price of the award, as adjusted pursuant to the Change of Control, is less than the fair market value of a share of common stock with respect to which the award may be exercised. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 6 shall be made in writing by a nationally recognized accounting or valuation 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 86, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 86.

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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 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 severance benefits under this Agreement, notwithstanding nothwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

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 8 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 3(a)(1) shall be payable either 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the employee. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a6(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b3(a)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a6(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c6(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a6(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 6 shall be made in writing by the Company's independent public accountants (the "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 86, the Accountants may accountants may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants accountants such information and documents as the Accountants accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants accountants may reasonably incur in connection with any calculations contemplated by this Section 86.

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 8 4 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 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 severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a4(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b2(e)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a4(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c4(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a4(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. Subject to the terms and conditions of this Section 4, in connection with any reduction of benefits pursuant to Section 4(a), the Company will use its commercially reasonable efforts to assist Employee in obtaining the benefits to which Employee is entitled hereunder to the fullest extent practicable. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 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 84, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 84.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or 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 Section 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeOfficer's severance benefits under Section 6 3(a)(1) shall be payable either 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 Officer on an after-tax basis, of the greatest amount of severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the Officer. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Officer under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee Officer shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options stock awards that would vest under Section 6(b3(a)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee Officer shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeOfficer, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee Officer exceed the amount to which the Employee Officer is entitled, the Employee Officer will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Officer otherwise agree in writing, any determination required under this Section 8 5 shall be made in writing by a major national “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 Officer and the Company for all purposes. For purposes of making the calculations required by this Section 85, the Accountants may may, after taking into account the information provided by the Officer, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (ia) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (iib) but for this Section 8 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 6 5(a) or other benefits shall be payable either 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 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits and other benefits may be taxable under Section 4999 of the Code. (b) If . In the event of a reduction in accordance with Section 6(ii), the payments reduction will occur, with respect to such severance and other benefits considered “parachute payments” within the meaning of Section 280G of the Code, in the following order: — First, stock options or stock appreciation rights that would otherwise meet all of the following: (i) the grant of which is treated as “contingent” (see definition below in this Section 6) under Section 280G of the Code, (ii) are assumed or substituted by the surviving corporation or its parent, and (iii) are “underwater” or “at-the-money” (see definitions below in this Section 6); — Second, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are assumed or substituted by the surviving corporation or its parent, and (iv) are “underwater” or “at-the-money”; — Third, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code, (ii) are assumed or substituted by the surviving corporation or its parent, and (iii) are “in-the-money” (see definition below in this Section 6); — Fourth, restricted stock, restricted stock units, performance shares or other outstanding equity awards (other than stock options or stock appreciation rights) that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code and (ii) either are assumed or substituted by the surviving corporation or its parent or “cashed-out” (see definition below in this Section 6) in connection with the Change of Control; — Fifth, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code and (ii) are “cashed-out” in connection with the Change of Control; — Sixth, cash severance, bonus, retention and other similar pay (including such cash severance pay provided pursuant to Sections 5(a)(i) and 5(a)(v) above) that are treated as “contingent” under Section 280G of the Code; — Seventh, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are assumed or substituted by the surviving corporation or its parent, and (iv) are “in-the-money”; — Eighth, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are “cashed-out” in connection with the Change of Control, and (iv) are “in-the-money”; — Ninth, restricted stock, restricted stock units, performance shares or other outstanding equity awards (other than stock options or stock appreciation rights) that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, and (iii) either are assumed or substituted by the surviving corporation or its parent or “cashed-out” in connection with the Change of Control; — Tenth, the acceleration in the timing of any “vested” payment in cash or in kind. For this purpose, a payment will be considered “vested” if the payment is vested at the time the payment acceleration occurs and any vesting of the payment that has occurred is not considered "contingent" under Section 280G of the Code; — Eleventh, Company-paid coverage under the long-term disability and life insurance plans and any other taxable benefits provided or paid for by the Company; and — Twelfth, Company-paid coverage under the health, dental, and vision plans and any other tax-free benefits provided or paid for by the Company. For purposes of this Section 6, the following rules will apply: — In the first and second categories above, if there are multiple grants of stock options or stock appreciation rights, the most “underwater” award will be reduced first with each subsequent reduction applying to the next most “underwater” award; — In the third and seventh categories above, if there are multiple grants of stock options or stock appreciation rights, the least “in-the-money” award will be reduced first with each subsequent reduction applying to the next most “in-the-money” award; — In the fourth, fifth, eighth, and ninth categories, if there are multiple grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or other equity awards, each grant within each category will be reduced on a pro-rata basis; and — In the sixth and tenth categories, if there are multiple types of cash or in-kind payments, each payment within each category will be reduced on a pro-rata basis. For clarification purposes, these rules do not change the order described above but rather provide ordering rules that apply within each category in the event of multiple equity grants or payments. For purposes of this Section 6, the following terms used herein will mean: — Whether an equity award will be treated as “contingent” will be determined in accordance with Treasury Regulation Section 1.280G-1 A-22. — An equity award will be “cashed-out” in connection with a Change of Control if the award is cancelled after payment to the Employee under of an amount in cash or cash equivalents equal to (A) the terms fair market value of this Agreement is necessary to comply with the provisions shares of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited Company Common Stock subject to the number equity award at the time of options that would vest under Section 6(b) subject to reasonable limitations the Change of Control (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions applicable equity award agreement) minus (B) the exercise or purchase price, if any, of the shares of Company Common Stock subject to the equity award at the time of the Change of Control. — A stock option or stock appreciation right will be considered “underwater” if: (A) the award accelerates or is valued for purposes of Section 8(c)280G on the date of the Change of Control and the per share exercise price of the award is greater than the per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (B) the Employee shall notify award accelerates or is valued for purposes of Section 280G of the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by Code on any date after the Employee, Change of Control and the Company will determine which amounts to reduce. Ifper share exercise price of the award, as a result of any reduction required by Section 8(a), amounts previously paid adjusted pursuant to the Employee exceed Change of Control, is greater than the amount fair market value of a share of common stock with respect to which the Employee award may be exercised. — A stock option or stock appreciation right will be considered “at-the-money” if: (A) the award accelerates or is entitled, valued for purposes of Section 280G on the Employee will promptly return date of the excess amount Change of Control and the per share exercise price of the award is equal to the Company. per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (cB) the award accelerates or is valued for purposes of Section 280G of the Code on any date after the Change of Control and the per share exercise price of the award, as adjusted pursuant to the Change of Control, is equal to the fair market value of a share of common stock with respect to which the award may be exercised. — A stock option or stock appreciation right will be considered “in-the-money” if: (A) the award accelerates or is valued for purposes of Section 280G on the date of the Change of Control and the per share exercise price of the award is less than the per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (B) the award accelerates or is valued for purposes of Section 280G of the Code on any date after the Change of Control and the per share exercise price of the award, as adjusted pursuant to the Change of Control, is less than the fair market value of a share of common stock with respect to which the award may be exercised. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 6 shall be made in writing by a nationally recognized accounting or valuation 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 8Section6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 86.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (ia) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (iib) but for this Section 8 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 6 5(a) shall be payable either 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 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If . In the event of a reduction in accordance with Section 6(ii), the payments reduction will occur, with respect to such severance and other benefits considered “parachute payments” within the meaning of Section 280G of the Code, in the following order: · First, stock options or stock appreciation rights that would otherwise meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code, (ii) are assumed or substituted by the surviving corporation or its parent, and (iii) are “underwater” or “at-the-money”; · Second, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are assumed or substituted by the surviving corporation or its parent, and (iv) are “underwater” or “at-the-money”; · Third, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code, (ii) are assumed or substituted by the surviving corporation or its parent, and (iii) are “in-the-money”; · Fourth, restricted stock, restricted stock units, performance shares or other outstanding equity awards (other than stock options or stock appreciation rights) that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code and (ii) either are assumed or substituted by the surviving corporation or its parent or “cashed-out” in connection with the Change of Control; · Fifth, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is treated as “contingent” under Section 280G of the Code and (ii) are “cashed-out” in connection with the Change of Control; · Sixth, cash severance, bonus, retention and other similar pay (including such cash severance pay provided pursuant to Section 5(a)(i) above) that are treated as “contingent” under Section 280G of the Code; · Seventh, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are assumed or substituted by the surviving corporation or its parent, and (iv) are “in-the-money”; · Eighth, stock options or stock appreciation rights that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, (iii) are “cashed-out” in connection with the Change of Control, and (iv) are “in-the-money”; · Ninth, restricted stock, restricted stock units, performance shares or other outstanding equity awards (other than stock options or stock appreciation rights) that meet all of the following: (i) the grant of which is not treated as “contingent” under Section 280G of the Code, (ii) accelerate vesting under Section 5(a) above or otherwise, and (iii) either are assumed or substituted by the surviving corporation or its parent or “cashed-out” in connection with the Change of Control; · Tenth, the acceleration in the timing of any “vested” payment in cash or in kind. For this purpose, a payment will be considered “vested” if the payment is vested at the time the payment acceleration occurs and any vesting of the payment that has occurred is not considered "contingent" under Section 280G of the Code; · Eleventh, Company-Paid Coverage under the long-term disability and life insurance plans provided pursuant to Section 5(a) and any other taxable benefits provided or paid for by the Company; and · Twelfth, Company-Paid Coverage under the health, dental, and vision plans provided pursuant to Section 5(a) and any other tax-free benefits provided or provided paid for by the Company. For purposes of this Section 6, the following rules will apply: · In the first and second categories above, if there are multiple grants of stock options or stock appreciation rights, the most “underwater” award will be reduced first with each subsequent reduction applying to the next most “underwater” award; · In the third and seventh categories above, if there are multiple grants of stock options or stock appreciation rights, the least “in-the-money” award will be reduced first with each subsequent reduction applying to the next most “in-the-money” award; · In the fourth, fifth, eighth, and ninth categories, if there are multiple grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or other equity awards, each grant within each category will be reduced on a pro-rata basis; and · In the sixth and tenth categories, if there are multiple types of cash or in-kind payments, each payment within each category will be reduced on a pro-rata basis. For clarification purposes, these rules do not change the order described above but rather provide ordering rules that apply within each category in the event of multiple equity grants or payments. For purposes of this Section 6, the following terms used herein will mean: · Whether an equity award will be treated as “contingent” will be determined in accordance with Treasury Regulation Section 1.280G-1 A-22. · An equity award will be “cashed-out” in connection with a Change of Control if the award is cancelled after payment to the Employee under of an amount in cash or cash equivalents equal to (A) the terms fair market value of this Agreement is necessary to comply with the provisions shares of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited Company Common Stock subject to the number equity award at the time of options that would vest under Section 6(b) subject to reasonable limitations the Change of Control (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions applicable equity award agreement) minus (B) the exercise or purchase price, if any, of the shares of Company Common Stock subject to the equity award at the time of the Change of Control. · A stock option or stock appreciation right will be considered “underwater” if: (A) the award accelerates or is valued for purposes of Section 8(c)280G on the date of the Change of Control and the per share exercise price of the award is greater than the per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (B) the Employee shall notify award accelerates or is valued for purposes of Section 280G of the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by Code on any date after the Employee, Change of Control and the Company will determine which amounts to reduce. Ifper share exercise price of the award, as a result of any reduction required by Section 8(a), amounts previously paid adjusted pursuant to the Employee exceed Change of Control, is greater than the amount fair market value of a share of common stock with respect to which the Employee award may be exercised. · A stock option or stock appreciation right will be considered “at-the-money” if: (A) the award accelerates or is entitled, valued for purposes of Section 280G on the Employee will promptly return date of the excess amount Change of Control and the per share exercise price of the award is equal to the Company. per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (cB) the award accelerates or is valued for purposes of Section 280G of the Code on any date after the Change of Control and the per share exercise price of the award, as adjusted pursuant to the Change of Control, is equal to the fair market value of a share of common stock with respect to which the award may be exercised. A stock option or stock appreciation right will be considered “in-the-money” if: (A) the award accelerates or is valued for purposes of Section 280G on the date of the Change of Control and the per share exercise price of the award is less than the per share consideration provided to holders of shares of Company Common Stock pursuant to the Change of Control, or (B) the award accelerates or is valued for purposes of Section 280G of the Code on any date after the Change of Control and the per share exercise price of the award, as adjusted pursuant to the Change of Control, is less than the fair market value of a share of common stock with respect to which the award may be exercised. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 6 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8Section6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 86.

Limitation on Payments. (a) In a. If any payment or benefit Executive will or may receive from the event that the severance and other benefits provided for in this Agreement Company or otherwise payable to the Employee (a “280G Payment”) would (i) constitute "a “parachute payments" payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section 8 would sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's severance benefits under Section 6 any such 280G Payment pursuant to this Agreement (a “Payment”) shall be payable equal to the Reduced Amount. The “Reduced Amount” shall be either (ix) in full, or (ii) as to such lesser amount which the largest portion of the Payment that would result in no portion of such severance benefits the Payment (after reduction) being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of amount (i.e., the foregoing amountsamount determined by clause (x) or by clause (y)), after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999Excise Tax (all computed at the highest applicable marginal rate), results in the receipt by the Employee Executive’s receipt, on an after-tax basis, of the greatest amount of severance benefits under this Agreement, greater economic benefit notwithstanding that all or some portion of such severance benefits the Payment may be taxable under subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). b. Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 4999 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (b) If a reduction in c. Unless Executive and the payments and benefits that would otherwise be paid Company agree on an alternative accounting firm or provided law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the Employee under effective date of the terms of this Agreement is necessary to comply with Change in Control shall perform the provisions of Section 8(a), foregoing calculations. If the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (accounting firm so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeControl, the Company will determine which amounts to reduce. If, as shall appoint a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order nationally recognized accounting or law firm to make a determination under this Sectionthe determinations required hereunder. The Company shall bear all costs expenses with respect to the Accountants may determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably incur in connection with likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. d. If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 15(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 15(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 15(a), Executive shall have no obligation to return any calculations contemplated by this Section 8portion of the Payment pursuant to the preceding sentence.

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 8 6 would be subject to the excise tax imposed by Section 4999 of the Code, then at the Employee's ’s election, the Employee’s severance benefits under Section 6 4 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 amountsselected by Employee that, 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 this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If the Employee elects (pursuant to Section 6(a)) a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Agreement, the Employee shall be entitled to select which the particular payments or benefits that will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options which equity-based awards that would vest under Section 6(b) Sections 4(a)(i)(A)), subject to reasonable limitations (including, for example, express provisions under the Company's ’s benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required elected reduction in payments and benefits is finally determined in accordance with the provisions of this Section 8(c6(b), the Employee shall notify the Company in writing regarding which the payments or benefits that are to be reduced. If no notification is given by the Employee, no amounts shall be reduced and the Company will determine which amounts to reduceEmployee’s election under Section 6(a) shall be of no effect. If, as a result of any reduction required by elected under Section 8(a6(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

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 Section 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance Executive’s benefits under Section 6 shall 3 will be payable either 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, 5 33857/00600/FW/10411001.4 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments severance and other benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement constituting “parachute payments” is necessary so that benefits are delivered to comply with a lesser extent, reduction will occur in the provisions following order: (i) reduction of cash payments; (ii) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 8(a280G), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method (iii) cancellation of any such accelerated vesting of equity awards; (iv) reduction of such payments or benefits (including but not limited to employee benefits. In the number event that acceleration of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements vesting of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits equity award compensation is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 5 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"“Firm”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposesCompany. For purposes of making the calculations required by this Section 85, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 85.

Limitation on Payments. (a) In the event that the severance and other payments and 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(“280G Payments”), as amended (the "Code") and (ii) but for this Section 8 10, 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 6 shall 280G Payments will be payable either either: (ix) delivered in full, or (iiy) 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 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the 280G Payments is necessary so that no portion of such benefits are subject to the Excise Tax, reduction will occur in the following order: (i) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) are subject to reasonable limitations Section 409A as deferred compensation and (including, for example, express provisions under B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. In the Company's benefit plans) (so long as the requirements event that acceleration of Section 8(a) are met). Within thirty (30) days after the amount vesting of any required reduction in payments and benefits equity awards is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employeecancelled, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.DocuSign Envelope ID: 2D044639-6E2D-4B03-89F5-F633A12332B0

Limitation on Payments. (a) In the event that the If 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 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 3(a)(1) shall be payable either either (i1) delivered in full, or or (ii2) 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the Employee. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 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 85, the Accountants may may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 85. (d) Any amounts received by Employee as cash compensation for employment or services rendered for any third party during the Severance Period will be offset against amounts payable by the Company under this Agreement.

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 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 6 3(a)(1) shall be payable either 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . Any taxes due under Section 4999 shall be the responsibility of the employee. If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b3(a)) subject to reasonable limitations (including, for example, express provisions under the Company's ’s benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (cb) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 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 85, the Accountants may may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 85.

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 8 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance and other benefits under Section 6 shall provided for in this Agreement or otherwise payable to Employee will be payable either 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee excise tax under Section 4999 of the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Code, the Employee reduction shall be entitled to select which payments or benefits will be reduced and occur in the manner and method of any such following order: (1) reduction of such payments or benefits the cash severance payments; (including but not limited to 2) cancellation of accelerated vesting of equity awards; and (3) reduction of continued employee benefits. In the number event that acceleration of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements vesting of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits equity award compensation is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s equity awards. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall 4 will be made in writing by the Company's ’s independent public accountants (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 84, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 84.

Limitation on Payments. (a) In If any payment or benefit Executive will or may receive from the event that the severance and other benefits provided for in this Agreement Company or otherwise payable to the Employee (a “280G Payment”) would (i) constitute "a “parachute payments" payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section 8 would sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's severance benefits under Section 6 any such 280G Payment pursuant to this Agreement (a “Payment”) shall be payable equal to the Reduced Amount. The “Reduced Amount” shall be either (ix) in full, or (ii) as to such lesser amount which the largest portion of the Payment that would result in no portion of such severance benefits the Payment (after reduction) being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of amount (i.e., the foregoing amountsamount determined by clause (x) or by clause (y)), after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999Excise Tax (all computed at the highest applicable marginal rate), results in the receipt by the Employee Executive’s receipt, on an after-tax basis, of the greatest amount of severance benefits under this Agreement, greater economic benefit notwithstanding that all or some portion of such severance benefits the Payment may be taxable under Section 4999 of subject to the Code. (b) Excise Tax. If a reduction in the payments and benefits that would otherwise be paid or provided a Payment is required pursuant to the Employee under preceding sentence and the terms Reduced Amount is determined pursuant to clause (x) of this Agreement is necessary to comply with the provisions of Section 8(a)preceding sentence, the Employee reduction shall be entitled to select which payments or benefits occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced and pro rata (the manner and method “Pro Rata Reduction Method”). Notwithstanding any provision of any such reduction of such payments or benefits (including but not limited the preceding paragraph to the number contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of options the Payment being subject to taxes pursuant to Section 409A of the Code that would vest under Section 6(b) not otherwise be subject to reasonable limitations (includingtaxes pursuant to Section 409A of the Code, for examplethen the Reduction Method and/or the Pro Rata Reduction Method, express provisions under the Company's benefit plans) (so long as the requirements case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 8(a409A of the Code shall be reduced (or eliminated) before Payments that are met). Within thirty (30) days after not deferred compensation within the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions meaning of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 409A of the Code. The Company Unless the Executive and the Employee shall furnish Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the 7. day prior to the Accountants such information and documents effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the Accountants may reasonably request individual, entity or group effecting the Change in order Control, the Company shall appoint a nationally recognized accounting or law firm to make a determination under this Sectionthe determinations required hereunder. The Company shall bear all costs expenses with respect to the Accountants may determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably incur in connection with any calculations contemplated likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section 810 and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section 10 so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of the first paragraph of this Section 10, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

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 8 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 6 shall will 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 the 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee excise tax under Section 4999 of the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Code, the Employee reduction shall occur in the following order: (1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments, if any; (3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be entitled to select which payments cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or benefits more equity awards are granted on the same date, each award will be reduced and on a pro-rata basis. In no event shall the manner and method of Executive have any such reduction of such payments or benefits (including but not limited discretion with respect to the number ordering of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met)payment reductions. Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 9 will be made in writing by the Company's an independent public accountants firm immediately prior to a 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 89, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 SectionSection 9. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. (a) In Notwithstanding anything to the contrary herein, in the event that the severance sum aggregate present value of (i) the Severance Payment payable under Section 5 hereof, (ii) any and all additional amounts or benefits which may be paid or conferred to or on behalf of Executive in accordance with Section 6 hereof, and (iii) any and all other amounts or benefits provided for paid or conferred to or on behalf of Executive that would constitute a “parachute payment” (“parachute payment” as used in this Agreement shall be defined in accordance with Section 280G(b)(2), or otherwise payable to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986any successor thereto, as amended (the "Code") and (ii) but for this Section 8 would be subject to the excise tax imposed by Section 4999 of the Code), then the Employee's severance benefits payments under Section 6 this Agreement shall be reduced (by the minimum possible amounts) until no amount payable either to Executive under this Agreement constitutes a parachute payment; provided, however, that no such reduction under this Section 7 shall be made if the net after-tax payment (iafter taking into account, Federal, state, local or other income and excise taxes) in full, or to which Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (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, after taking into account the applicable federalFederal, state state, local or other income and local income taxes and the excise tax imposed by Section 4999, results in taxes) to Executive resulting from the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reducesuch reduction. If, as a result of any reduction required by Section 8(asubsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement), amounts previously paid to it is determined that payments hereunder have been reduced by more than the Employee exceed the minimum amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 7, then an additional payment shall be promptly made to Executive in an amount and to the extent equal to the excess reduction. All determinations required to be made under this Section 7, including whether a payment would result in a parachute payment and the assumptions to be utilized in arriving at such determination, shall be made in writing and approved within fifteen (15) days after the Involuntary Termination by both (1) accountants selected 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 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8(2) Executive’s designated financial or legal advisor.

Limitation on Payments. (a) In the event that the severance and other benefits any payments 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 8 15, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 shall such payments will 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 and other benefits being subject to the 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 this Agreementsuch payments, notwithstanding that all or some portion of such severance benefits payments may be taxable under Section 4999 of the Code. (b) . If a reduction in such payments constituting “parachute payments” is necessary so that no portion of such benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (1) reduction of any cash severance payments, in the order that such payments would otherwise have been paid; (2) cancellation of accelerated vesting of equity awards that vest, in whole or in part, based on the achievement of performance criteria, in the reverse order that such awards would have vested; (3) cancellation of accelerated vesting of equity awards that vest based solely on continued service, in the order of the percentage of the fair market value of such awards that constitutes a parachute payment (commencing with the largest percentage); and (4) reduction of continued employee benefits. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits that would otherwise will be paid or provided to the Employee under the terms of this Agreement is necessary to comply treated in accordance with the provisions results of Section 8(a)such vote, the Employee shall be entitled to select which payments except that any reduction in, or benefits will be reduced and the manner and method of any such reduction of waiver of, such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) 15. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 15 will be made in writing by the Company's an independent public accountants firm (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 815, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 SectionSection 15. The Company shall will bear the fees of the Firm and all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 815.

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 and (ii) but for this Section 8 7, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance and/or retention benefits under Section 6 this Agreement shall be payable either 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 severance benefits under this Agreementand/or retention benefits, notwithstanding that all or some portion of such severance and/or retention benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the employee. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a7(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options or other awards that would vest under Section 6(b3(b)) subject to reasonable limitations (including, for example, express provisions under the Company's ’s benefit plans) (so long as the requirements of Section 8(a7(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c7(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a7(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 7 shall be made in writing by the Company's independent public accountants ’s primary outside tax advisors 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 87, the Accountants may may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 87.

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 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 6 3(a)(1) shall be payable either 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the employee. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b3(a)) subject to reasonable limitations (including, for example, express provisions under the Company's ’s benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 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 85, the Accountants may may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 85.

Limitation on Payments. (a) In the event that it is determined that any payment or distribution of any type to or for your benefit made by the severance and other benefits provided for in this Agreement Company, by any of its affiliates, by any person who acquires ownership or otherwise payable to effective control or ownership of a substantial portion of the Employee Company's assets (i) constitute "parachute payments" within the meaning of Section 280G of the Code or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the "Excise Tax"), then such payments or distributions or benefits will be payable either: (i) in full; or (ii) as to such lesser amount which would result in no portion of such payments or distributions or benefits being subject to the Excise Tax. You will receive the greater, on an after-tax basis, of (i) or (ii) above. In the event that clause (ii) above applies, and a reduction is required to be applied to the Total Payments, the Total Payments will be reduced by the Company in the following order: (1) payments and benefits due under Sections 7(b)(i) and (ii) will be reduced (if necessary, to zero) in such order with amounts that are payable first reduced first; provided, however that in all events such payments which are not subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") will be reduced first; (2) payments and benefits due in respect of any options to purchase shares of common stock of the Company will be reduced second; (3) payments and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has not been made will be reduced third and (ii4) but payments and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for this which an election under Section 8 would 83(b) of the Code has been made will be subject reduced fourth. Notwithstanding anything to the excise tax imposed by contrary herein, in all events, you will have no right, power or discretion to determine the reduction of payments and/or benefits hereunder and any such reduction will be structured in a manner intended to comply with Section 4999 409A of the Code, then the Employee's severance benefits under Section 6 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 . Unless you 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 this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would Company agree otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall 5(6) will be made in writing by a qualified independent accountant selected by the Company's independent public accountants Company (the "AccountantsAccountant"), ) whose determination shall will be conclusive and binding upon the Employee binding. You and the Company for all purposes. For purposes of making will furnish the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants Accountant such information documentation and documents as the Accountants Accountant may reasonably request in order to make a determination under this Sectiondetermination. The Company shall will bear all costs that the Accountants Accountant may reasonably incur in connection with performing any calculations contemplated by this Section 85(6).

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 8 8.0, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 6 shall be payable either the foregoing clause (i) will be either: (a) delivered in full, or ; or (iib) delivered 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 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 this Agreementbenefits, notwithstanding that all or of some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments severance and other benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement constituting “parachute payments” is necessary so that benefits are delivered to comply with a lesser extent, reduction shall occur in the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such following order: (i) reduction of such payments cash payments; (ii) cancellation of awards granted “contingent on a change in ownership or benefits control” (including but not limited to within the number meaning of options Code Section 280G); (iii) cancellation of accelerated vesting of equity awards; and (iv) reduction of employee benefits. In the event that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements acceleration of Section 8(a) are met). Within thirty (30) days after the amount vesting of any required reduction in payments and benefits equity award compensation is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s equity awards. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 8.0 will be made in writing by the Company's an independent public accountants firm (the "Accountants")“Firm”) immediately prior to Change of Control, 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 88.0, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 SectionSection 8.0. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 8Section.

Limitation on Payments. (a) In To the event extent that the severance and other any payments or benefits (including shares that vest as a result of accelerated vesting under Sections 2(d) and/or 4(c)) provided for in this Agreement or otherwise payable to the Employee (i) you constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) ), and, but for this Section 8 section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance aggregate amount of such payments and benefits under Section 6 shall be payable either reduced such that the present value thereof (ias determined under the Code and the applicable regulations), is equal to 2.99 times your "base amount" (as defined in Section 28OG(b)(3) 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 severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code). (b) If a Within sixty (60) days after the Change of Control, the Company shall notify you in writing if it believes that any reduction in the payments and benefits that would otherwise be paid or provided to the Employee you under the terms of this Agreement is required to comply with the provisions of Subsection 6(a). If the Company determines that any such reduction is required, it will provide you with copies of the information used and calculations made by the Company to determine the amount of such reduction. If the Company gives no notice to you of a required reduction as provided in this Subsection 6(b), you may unilaterally determine the amount of reduction required, if any, and, upon written notice to the Company, that amount will be conclusive and binding on both parties. (c) Within thirty (30) days after your receipt of the Company's notice pursuant to Subsection 6(b), you shall notify the Company in writing if you disagree with the amount of reduction determined by the Company. As part of such notice, you shall also advise the Company of the amount of reduction, if any, that you have determined, in good faith, to be necessary to comply with the provisions of Section 8(aSubsection 6(a). Failure by you to provide this notice within the time allowed will be treated as acceptance by you of the amount of reduction determined by the Company. If any differences regarding the amount of the reduction have not been resolved by mutual agreement within sixty (60) days after your receipt of the Company's notice pursuant to Subsection 6(b), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company you will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon on both parties unless, prior to the Employee and expiration of the sixty (60) day period, the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 notifies you in writing of the CodeCompany's intention to have the matter submitted to arbitration for final and binding resolution, and proceeds to do so promptly. The If the Company and the Employee shall furnish gives no notice to the Accountants such information and documents you of a required reduction as the Accountants may reasonably request provided 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 8.Subsection 6(b), you may

Limitation on Payments. (a) In the event that the severance termination and other benefits provided for in this Agreement (the "Benefits") 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 8 6(f) would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 Benefits shall be payable either (iA) in full, or (iiB) as to such lesser amount which would result in no portion of such severance benefits the 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 this AgreementBenefits, notwithstanding that all or some portion of such severance benefits Benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in of the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement Benefits is necessary to comply with the provisions of Section 8(a)the preceding paragraph, the Employee Executive shall be entitled to select which payments or benefits Benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met)Benefits. Within thirty (30) 30 days after the amount of any required reduction in payments and benefits Benefits is finally determined in accordance with the provisions of this Section 8(c6(f), the Employee Executive shall notify the Company and the Accounting Firm in writing regarding which payments or benefits Benefits are to be reduced. If no notification is given by the EmployeeExecutive, the Company will determine which amounts Benefits to reduce. If, as a result of any reduction required by this Section 8(a6(f), amounts previously paid to the Employee Executive exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 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 and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

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 8 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 6 shall will be payable either 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 the 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 this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee excise tax under Section 4999 of the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Code, the Employee reduction shall be entitled to select which payments or benefits will be reduced and occur in the manner and method of any such following order unless the Company determines in writing a different order: (1) reduction of such the severance payments under Sections 7(a)(i) or benefits 7(b)(i); (including but not limited to 2) cancellation of accelerated vesting of Awards; and (3) reduction of continued employee benefits. In the number event that acceleration of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements vesting of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits Award compensation is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Awards. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 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 8, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.

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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance ’s termination benefits under Section 6 shall be payable either (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance termination 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 termination benefits under this Agreement, notwithstanding that all or some portion of such severance termination benefits may be taxable under Section 4999 of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b6(a)(iii)) subject to reasonable limitations (including, for example, express provisions under the Company's ’s benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any Any determination required under this Section 8 shall be made in writing by a nationally recognized accounting or consulting firm appointed by the Company's independent public accountants (, which firm shall not then be serving as accountant or auditor for or consultant to the "Accountants"), Company or the person or entity that effected the Change in Control and whose determination determinations shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants such firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 8.The

Limitation on Payments. (a) In the event that the severance Severance Payments 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 Section 8 6.8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance such payments and benefits under Section 6 shall will be payable either either: (ia) delivered in full, or or (iib) as delivered to such lesser amount which extent that would result in no portion of such severance payments and 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 this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) payment and benefits. If a reduction in the Severance Payments and other benefits constituting “parachute payments” is necessary so that payments and benefits that would otherwise be paid are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation of awards granted “contingent on a change in ownership or provided to control” (within the Employee under the terms meaning of this Agreement is necessary to comply with the provisions of Code Section 8(a280G), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method (iii) cancellation of any such accelerated vesting of equity awards; (iv) reduction of such payments or benefits (including but not limited to employee benefits. In the number event that acceleration of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements vesting of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits equity award compensation is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company such acceleration of vesting will determine which amounts to reduce. If, be cancelled on a pro-rata basis as a result of any reduction required between equity awards that are covered by Section 8(a409A of the Code and those that are not (or such other manner that complies with Section 409A of the Code), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) . Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 6.8 will be made in writing by the Company's ’s independent public accountants immediately prior to a Change in Control or such other person or entity to which the parties mutually agree (the "Accountants"“Firm”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposesCompany. For purposes of making the calculations required by this Section 86.8, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 86.8.

Limitation on Payments. (a) In the event that it is determined that any payment or distribution of any type to or for your benefit made by the severance and other benefits provided for in this Agreement Company, by any of its affiliates, by any person who acquires ownership or otherwise payable to effective control or ownership of a substantial portion of the Employee Company’s assets (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code or by any affiliate of 1986such person, as amended whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Code") and (ii) but for this Section 8 “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the CodeCode or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Employee's severance such payments or distributions or benefits under Section 6 shall will be payable either either: (i) in full, or ; or (ii) as to such lesser amount which would result in no portion of such severance payments or distributions or benefits being subject to excise tax under Section 4999 of the CodeExcise Tax. You will receive the greater, 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 (i) or (ii) above. In the greatest amount event that clause (ii) above applies, and a reduction is required to be applied to the Total Payments, the Total Payments will be reduced by the Company in the following order: (1) payments and benefits due under Sections 8(b)(i) and (ii) will be reduced (if necessary, to zero) in such order with amounts that are payable first reduced first; provided, however that in all events such payments which are not subject to Section 409A of severance the Internal Revenue Code of 1986, as amended (the “Code”) will be reduced first; (2) payments and benefits under this Agreementdue in respect of any options to purchase shares of common stock of the Company will be reduced second; (3) payments and benefits due in respect of any fully valued Equity Awards (i.e., notwithstanding that all restricted stock or some portion of such severance benefits may be taxable restricted stock units) for which an election under Section 4999 83(b) of the Code has not been made will be reduced third and (4) payments and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has been made will be reduced fourth. Notwithstanding anything to the contrary herein, in all events, you will have no right, power or discretion to determine the reduction of payments and/or benefits hereunder and any such reduction will be structured in a manner intended to comply with Section 409A of the Code. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a), the Employee shall be entitled to select which payments or benefits will be reduced . Unless you and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee agree otherwise agree in writing, any determination required under this Section 8 shall 6(b) will be made in writing by a qualified independent accountant selected by the Company's independent public accountants Company (the "Accountants"), “Accountant”) whose determination shall will be conclusive and binding upon the Employee binding. You and the Company for all purposes. For purposes of making will furnish the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants Accountant such information documentation and documents as the Accountants Accountant may reasonably request in order to make a determination under this Sectiondetermination. The Company shall will bear all costs that the Accountants Accountant may reasonably incur in connection with performing any calculations contemplated by this Section 86(b).

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee you (i) constitute "''parachute payments" within the meaning of Section 280G 2800 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 8 19, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's your severance benefits under Section 6 shall will be payable either 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 the 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 you on an after-after tax basis, of the greatest amount of severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments severance and other benefits constituting "parachute payments" is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee excise tax under Section 4999 of the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Code, the Employee reduction shall be entitled occur on a non-discretionary basis in such a way as to select which payments minimize the reduction in the economic value deliverable to you. Where one payment or benefits benefit has the same value for this purpose and they are payable at different times, they will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduceon a pro rata basis. If, as a result of any reduction required subsequent events or conditions, it is determined that payments have been reduced by Section 8(a)more than the minimum amount required, amounts previously paid then an additional payment shall be made to you in an amount equal to the Employee exceed excess reduction within 60 days of the date on which the amount to of the excess reduction is determined, but not later than December 31 of the year in which the Employee excess reduction is entitleddetermined. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the Employee will promptly return reverse order of the excess amount to the Company. (c) date of grant of your equity awards. Unless the Company Corporation and the Employee you otherwise agree in writing, any determination required under this Section 8 shall 19 will be made in writing by an independent firm immediately prior to the Company's independent public accountants Change in Control (the "AccountantsFirm "), whose determination shall will be conclusive and binding upon the Employee you and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 819, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company Corporation and the Employee shall you 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 bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.

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 8 5, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee's ’s severance benefits under Section 6 shall will 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 of the Code. (b) 4999. If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Excise Tax, the Employee reduction shall be entitled to select which payments or benefits will be reduced and occur in the manner and method of any such following order: (1) reduction of such payments or benefits the cash severance payments; (including but not limited to 2) cancellation of accelerated vesting of the number Employee’s equity awards; and (3) reduction of options continued employee benefits. In the event that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under acceleration of vesting of the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits Employee’s equity awards is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee, the Company will determine which amounts to reduce’s equity awards. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 shall 5 will be made in writing by an independent firm selected by the Company's independent public accountants Company with the consent of Employee (the "Accountants"“Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the change of control, 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 85, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Employee shall 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 SectionSection 5. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or 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 Section 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeOfficer's severance benefits under Section 6 3(a)(1) shall be payable either 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 Officer on an after-tax basis, of the greatest amount of severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the Officer. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Officer under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee Officer shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options stock awards that would vest under Section 6(b3(a)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee Officer shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeOfficer, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee Officer exceed the amount to which the Employee Officer is entitled, the Employee Officer will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Officer otherwise agree in writing, any determination required under this Section 8 5 shall be made in writing by a major national “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 Officer and the Company for all purposes. For purposes of making the calculations required by this Section 85, the Accountants may may, after taking into account the information provided by the Officer, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or 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 Section 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeOfficer's severance benefits under Section 6 3(a)(1) shall be payable either 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 Officer on an after-tax basis, of the greatest amount of severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the Officer. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee Officer under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee Officer shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b3(a)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee Officer shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the EmployeeOfficer, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee Officer exceed the amount to which the Employee Officer is entitled, the Employee Officer will promptly return the excess amount to the Company. (c) Unless the Company and the Employee Officer otherwise agree in writing, any determination required under this Section 8 5 shall be made in writing by a major national "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 Officer and the Company for all purposes. For purposes of making the calculations required by this Section 85, the Accountants may may, after taking into account the information provided by the Officer, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee you (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 8 20, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's your severance benefits under Section 6 shall will be payable either (i) 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 the 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 VAN01: 5494209: v7 you on an after-tax basis, of the greatest amount of severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments severance and other benefits constituting “parachute payments” is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee excise tax under Section 4999 of the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Code, the Employee reduction shall be entitled occur on a non-discretionary basis in such a way as to select which payments minimize the reduction in the economic value deliverable to you. Where one payment or benefits benefit has the same value for this purpose and they are payable at different times, they will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduceon a pro rata basis. If, as a result of any reduction required subsequent events or conditions, it is determined that payments have been reduced by Section 8(a)more than the minimum amount required, amounts previously paid then an additional payment shall be made to you in an amount equal to the Employee exceed excess reduction within 60 days of the date on which the amount to of the excess reduction is determined, but not later than December 31 of the year in which the Employee excess reduction is entitleddetermined. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the Employee will promptly return reverse order of the excess amount to the Company. (c) date of grant of your equity awards. Unless the Company Corporation and the Employee you otherwise agree in writing, any determination required under this Section 8 shall 21 will be made in writing by an independent firm immediately prior to the Company's independent public accountants Change in Control (the "Accountants"“Firm”), whose determination shall will be conclusive and binding upon the Employee you and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 821, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company Corporation and the Employee shall you 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 SectionSection 21. The Company shall Corporation will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 821.

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 [*] This provision is the subject of a Confidential Treatment Request. (ii) but for this Section 8 7, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance and/or retention benefits under Section 6 this Agreement shall be payable either 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 severance benefits under this Agreementand/or retention benefits, notwithstanding that all or some portion of such severance and/or retention benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the employee. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a7(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options or other awards that would vest under Section 6(b3(b)) subject to reasonable limitations (including, for example, express provisions under the Company's ’s benefit plans) (so long as the requirements of Section 8(a7(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c7(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a7(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 7 shall be made in writing by the Company's independent public accountants ’s primary outside tax advisors 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 87, the Accountants may may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 87.

Limitation on Payments. (a) In the event that the If 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 8 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 3(a)(2) shall be payable either either (i1) delivered in full, or or (ii2) 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 severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the Employee. (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a5(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c5(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a5(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 8 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 85, the Accountants may may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 85. (d) Any amounts received by Employee as cash compensation for employment or services rendered for any third party during the Severance Period will be offset against amounts payable by the Company under this Agreement.

Limitation on Payments. (ai) 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 8 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 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 severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (bii) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 8(a6(e)(i), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, including for example, express provisions under the CompanyCorporation's benefit plans) (so long as the requirements of Section 8(a6(e)(i) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c6(e)(iii), the Employee shall notify the Company Corporation in writing regarding which payments or benefits are to be reduced. If the Employee gives no notification is given by the Employeenotification, the Company Corporation will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a6(e)(i), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the CompanyCorporation. (ciii) Unless the Company Corporation and the Employee otherwise agree in writing, any determination required under this Section 8 shall be made in writing by the CompanyCorporation's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 8Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company Corporation 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 Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8Section.

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 8 14, 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 6 shall will 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 and other benefits being subject to the 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 this Agreementand other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (1) reduction of the cash severance payments, in the order that such payments would otherwise have been paid; (2) cancellation of accelerated vesting of equity awards that vest, in whole or in part, based on the achievement of performance criteria, in the reverse order that such awards would have vested; (3) cancellation of accelerated vesting of equity awards that vest based solely on continued service, in the order of the percentage of the fair market value of such awards that constitutes a parachute payment (commencing with the largest percentage); and (4) reduction of continued employee benefits. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits that would otherwise will be paid or provided to the Employee under the terms of this Agreement is necessary to comply treated in accordance with the provisions results of Section 8(a)such vote, the Employee shall be entitled to select which payments except that any reduction in, or benefits will be reduced and the manner and method of any such reduction of waiver of, such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 8(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) 14. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 8 shall 14 will be made in writing by the Company's an independent public accountants professional legal or accounting firm (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 814, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. 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 SectionSection 9. The Company shall will bear the fees of the Firm and all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 814.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement Plan or otherwise payable to the Employee a Participant (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986(“280G Payments”), as amended (the "Code") and (ii) but for this Section 8 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 6 shall 280G Payments will be payable either either: ​ 1. (i) x)delivered in full, or ​ 2. (ii) y)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 4999, results in the receipt by the Employee Participant on an after-tax basis, of the greatest amount of severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the 280G Payments is necessary so that no portion of such benefits are subject to the Excise Tax, reduction will occur in the following order: (i) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A of the Code; (iii) a pro rata reduction of (A) employee benefits that would otherwise are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of equity awards is to be paid or provided to cancelled, such acceleration of vesting will be cancelled in the Employee under reverse order of the terms date of this Agreement is necessary to comply with grant of a Participant’s equity awards. ​ A nationally recognized professional services firm selected by the provisions of Section 8(a)Company, the Employee shall be entitled to select which payments Company’s legal counsel or benefits will be reduced and the manner and method of any such reduction of such payments other person or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 8(a), amounts previously paid to the Employee exceed the amount entity to which the Employee is entitled, parties mutually agree (the Employee “Firm”) will promptly return the excess amount to the Company. (c) Unless the Company and the Employee otherwise agree in writing, make any determination required under this Section 8 shall 5. Such determinations will be made in writing by the Company's independent public accountants (Firm and any good faith determinations of the "Accountants"), whose determination shall Firm will be conclusive and binding upon the Employee Participant and the Company for all purposesCompany. For purposes of making the calculations required by this Section 8, 5 the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company Participant and the Employee shall Company 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 SectionSection 5. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 8.5. ​

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee you (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 8 19, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's your severance benefits under Section 6 shall will be payable either 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 the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes truces and the excise tax imposed by Section 4999, results in the receipt by the Employee you on an after-after tax basis, of the greatest amount of severance benefits under this Agreementbenefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (b) . If a reduction in the payments severance and other benefits constituting "parachute payments" is necessary so that would otherwise be paid or provided no portion of such severance benefits is subject to the Employee excise tax under Section 4999 of the terms of this Agreement is necessary to comply with the provisions of Section 8(a)Code, the Employee reduction shall be entitled occur on a non-discretionary basis in such a way as to select which payments minimize the reduction in the economic value deliverable to you. Where one payment or benefits benefit has the same value for this purpose and they are payable at different times, they will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 8(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 8(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduceon a pro rata basis. If, as a result of any reduction required subsequent events or conditions, it is determined that payments have been reduced by Section 8(a)more than the minimum amount required, amounts previously paid then an additional payment shall be made to you in an amount equal to the Employee exceed excess reduction within 60 days of the date on which the amount to of the excess reduction is determined, but not later than December 31 of the year in which the Employee excess reduction is entitleddetermined. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the Employee will promptly return reverse order of the excess amount to the Company. (c) date of grant of your equity awards. Unless the Company Corporation and the Employee you otherwise agree in writing, any determination required under this Section 8 shall 19 will be made in writing by an independent firm immediately prior to the Company's independent public accountants Change in Control (the "AccountantsFirm"), whose determination shall will be conclusive and binding upon the Employee you and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 819, the Accountants Xxxx may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G 2800 and 4999 of the Code. The Company Corporation and the Employee shall you will furnish to the Accountants Firm such information and documents as the Accountants Xxxx may reasonably request in order to make a determination under this SectionSection 19. The Company shall Corporation will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 819.