Common use of Limitation on Payments Clause in Contracts

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments being subject to 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, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced); (ii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards Equity Awards will be cancelled first); (iii) reduction of acceleration of the accelerated vesting of equity awards, which will occur Equity Awards in the reverse order of the date of grant for such equity of the awards (i.e.that is, the vesting of the most recently granted equity awards Equity Awards will be reduced cancelled first); and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such (that is, the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive have any discretion with respect to the ordering of payment reductions. Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and Executive will not be reimbursed, indemnified, or held harmless by the Company for any of those payments of personal tax liability. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 5 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 95, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 95.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to the Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 93, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be either: reduced to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such Payments the Payment being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income and employment taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by Executive’s receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered the Payment equals the Reduced Amount and no portion of such Payment will be subject to a lesser extentthe excise tax under Section 4999 of the Code, the reduction will occur in the following order: (ia) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced); (iib) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis); (c) reduction of the Code accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); cancelled first and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If if more than one equity award was made to Executive on the same date of grant, all such awards will shall have their acceleration of vesting reduced pro rata); and (d) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement If any payment or benefit Employee would receive from Employer or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will Payment shall be either: reduced to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such Payments the Payment being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income and employment taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by ExecutiveEmployee’s receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: order unless Employee elects in writing a different order (i) provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence ; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awardsstock award compensation is to be reduced, which will occur such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock awards unless Employee elects in writing a different order for such equity awards (i.e., the vesting cancellation. The accounting firm engaged by Employer for general audit purposes as of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided day prior to Executive, which will occur in reverse chronological order such that the benefit owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first benefit to be reducedPayment shall perform the foregoing calculations. If more than one equity award was made the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to Executive on make the same date of grant, determinations required hereunder. Employer shall bear all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such accounting firm required under this Section 9 will to be made in writing hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, Employer or Employee) or such other person time as requested by Employer or entity Employee. If the accounting firm determines that no Excise Tax is payable with respect to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9a Payment, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish Employer and 4999 Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company accounting firm made hereunder shall be final, binding and Executive will furnish to the Firm such information conclusive upon Employer and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9Employee.

Limitation on Payments. In the event that the payments and severance or change in control-related or other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance or change in control-related benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to the Executive, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 9, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change of Control from the Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of such Payments being the Transaction Payment may be subject to the Excise Tax, whichever : (1) payment in full of the foregoing amountsentire amount of the Transaction Payment (a “Full Payment”), taking or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account the all applicable federal, state and local income and employment taxes and the Excise TaxTax (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii2) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first)other than stock options; (iii3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awardsaward compensation is to be reduced, which such acceleration of vesting will occur be cancelled in the reverse order of the date of grant for such of Executive’s equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rataawards. In no event will the Company or any shareholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (a) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change of Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (b) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by within 15 calendar days after the Companydate on which Executive’s legal counsel, right to a nationally recognized firm of independent public accountants selected by the Company, Transaction Payment is triggered or such other person time as reasonably requested by the Company or entity Executive. If the professional firm determines that no Excise Tax is payable with respect to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9Transaction Payment, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G and 4999 of the Code. The Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will furnish be imposed with respect to such Transaction Payment. Any good faith determinations of the Firm such information professional firm made hereunder shall be final, binding and documents as conclusive upon the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9and Executive.

Limitation on Payments. In To the event extent that any of the payments and or benefits provided for in this Agreement or otherwise payable to Executive the Employee (collectively, collectively the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) and, but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which that would result in no portion of such the Payments being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payments, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income and employment taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by ExecutiveEmployee’s receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payments notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: order unless the Employee elects in writing a different order (i) provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence ; cancellation of accelerated vesting of Equity Awards; reduction of employee benefits. In the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awardsEquity Awards is to be reduced, which will occur such acceleration of vesting shall be cancelled in the reverse order of the date of grant for such equity awards of the Employee’s Equity Awards (i.e., earliest granted Equity Awards cancelled last) unless the vesting Employee elects in writing a different order for cancellation. The accounting firm engaged by the Company for general audit purposes as of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided day prior to Executive, which will occur in reverse chronological order such that the benefit owed on the latest effective date following the occurrence of the event triggering such excise tax will be Hostile Takeover or Change of Control shall perform the first benefit to be reducedforegoing calculations. If more than one equity award was made the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Hostile Takeover or Change of Control, the Company shall appoint a nationally recognized accounting firm to Executive on make the same date of grant, determinations required hereunder. The Company shall bear all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion expenses with respect to the ordering of payment reductionsdeterminations by such accounting firm required to be made hereunder. Unless The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Employee and the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing within fifteen (15) calendar days after the date on which the Employee’s right to a Payment is triggered (if requested at that time by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by Employee or the Company, ) or such other person time as requested by the Employee or entity the Company. If the accounting firm determines that no Excise Tax is payable with respect to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9Payments, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish the Employee and 4999 the Company with an opinion reasonably acceptable to the Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company accounting firm made hereunder shall be final, binding and Executive will furnish to conclusive upon the Firm such information Employee and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9Company.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement If any payment or benefit Employee would receive from Employer or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will Payment shall be either: reduced to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such Payments the Payment being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income and employment taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by ExecutiveEmployee’s receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: order unless Employee elects in writing a different order (i) provided, however, that such election shall be subject to Employer approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence ; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awardsstock award compensation is to be reduced, which will occur such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock awards unless Employee elects in writing a different order for such equity awards (i.e., the vesting cancellation. The accounting firm engaged by Employer for general audit purposes as of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided day prior to Executive, which will occur in reverse chronological order such that the benefit owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first benefit to be reducedPayment shall perform the foregoing calculations. If more than one equity award was made the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to Executive on make the same date of grant, determinations required hereunder. Employer shall bear all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such accounting firm required under this Section 9 will to be made in writing hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, Employer or Employee) or such other person time as requested by Employer or entity Employee. If the accounting firm determines that no Excise Tax is payable with respect to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9a Payment, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish Employer and 4999 Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company accounting firm made hereunder shall be final, binding and Executive will furnish to the Firm such information conclusive upon Employer and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9Employee.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 98, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will Executive’s payments and benefits under this Agreement shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to 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, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments, which will occur payments in reverse chronological order such that (i.e., the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; ), (ii2) cancellation of equity awards that were granted within the twelve-month period prior to a “contingent on a change in ownership or of control” within the meaning of (as determined under Code Section 280G G) that are deemed to have been granted contingent upon the change of the control (as determined under Code Section 280G), in the reverse order of date of grant of the awards (that isi.e., the most recently granted equity awards will be cancelled first); , (iii3) reduction cancellation of acceleration of accelerated vesting of equity awards, which will occur awards in the reverse order of the date of grant for such equity of the awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); ) and (iv4) reduction of other continued employee benefits paid or provided to Executive, which will occur in reverse chronological order such that (i.e., the benefit owed on the latest date following the occurrence of the event triggering such excise tax the Excise Tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will 8 shall be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 98, the Firm 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 Executive will shall furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 98. The Company will shall bear all costs for fees related to the Firm may reasonably incur Accountants’ services in connection with any calculations contemplated by this Section 98.

Limitation on Payments. In the event that the payments and any payment or benefits provided for in this Agreement or otherwise payable to Executive Employee (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 917.b, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments payments or benefits will be either: (a) i. delivered in full, or (b) or ii. delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Employee on an after-tax basis, of the greatest amount of severance or change in control-related or other payments or benefits, notwithstanding that all or some portion of such payments or benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to Executivethe Employee, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive the Employee on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 9 17.b will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 917.b, the Firm 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 Executive Employee will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 917.b.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive Employee (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Employee’s benefits under Section 4 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to the Excise Taxexcise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such excise tax the Excise Tax will be the first cash payment to be reduced); (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of the accelerated vesting of equity awards, which will occur awards in the reverse order of the date of grant for such equity of the awards (i.e.that is, the vesting of the most recently granted equity awards will be reduced cancelled first); and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such (that is, the benefit owed on the latest date following the occurrence of the event triggering such excise tax the Excise Tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive shall Employee have any discretion with respect to the ordering of payment reductions. Employee will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and Employee will not be reimbursed, indemnified, or held harmless by the Company for any of those payments of personal tax liability. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 9 5 will be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants selected by the Company, Company or such other person or entity to which the parties mutually agree (the “FirmAccountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 95, the Firm 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 Executive Employee will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear the costs and make all costs payments for the Firm may reasonably incur Accountants’ services in connection with any calculations contemplated by this Section 9Section. The Company will have no liability to Employee for the determinations of the Accountants.

Limitation on Payments. In the event that the (a) If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of such Payments being the Transaction Payment may be subject to the Excise Tax, whichever : (1) payment in full of the foregoing amountsentire amount of the Transaction Payment (a “Full Payment”), taking or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account the all applicable federal, state and local income and employment taxes and the Excise TaxTax (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii2) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first)other than stock options; (iii3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awardsaward compensation is to be reduced, which such acceleration of vesting will occur be cancelled in the reverse order of the date of grant for such of Executive’s equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rataawards. In no event will the Company, Parent or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (b) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (c) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by within 15 calendar days after the Companydate on which Executive’s legal counsel, right to a nationally recognized firm of independent public accountants selected by the Company, Transaction Payment is triggered or such other person time as reasonably requested by the Company or entity Executive. If the professional firm determines that no Excise Tax is payable with respect to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9Transaction Payment, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G and 4999 of the Code. The Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will furnish be imposed with respect to such Transaction Payment. Any good faith determinations of the Firm such information professional firm made hereunder shall be final, binding and documents as conclusive upon the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9and Executive.

Limitation on Payments. In the event that the If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of such Payments being the Transaction Payment may be subject to the Excise Tax, whichever : (1) payment in full of the foregoing amountsentire amount of the Transaction Payment (a “Full Payment”), taking or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account the all applicable federal, state and local income and employment taxes and the Excise TaxTax (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii2) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first)other than stock options; (iii3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awardsaward compensation is to be reduced, which such acceleration of vesting will occur be cancelled in the reverse order of the date of grant for such of Executive’s equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rataawards. In no event will the Company or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (a) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (b) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by within 15 calendar days after the Companydate on which Executive’s legal counsel, right to a nationally recognized firm of independent public accountants selected by the Company, Transaction Payment is triggered or such other person time as reasonably requested by the Company or entity Executive. If the professional firm determines that no Excise Tax is payable with respect to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9Transaction Payment, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G and 4999 of the Code. The Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will furnish be imposed with respect to such Transaction Payment. Any good faith determinations of the Firm such information professional firm made hereunder shall be final, binding and documents as conclusive upon the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9and Executive.

Limitation on Payments. In If any payment or benefit you would receive pursuant to a Change in Control from the event that the payments and benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will Payment shall be either: equal to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such Payments the Payment being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income and employment taxes and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by Executiveyour receipt, on an the after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: (i) reduction of first, any cash payments, which will occur payments shall be reduced in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such excise tax the Excise Tax will be the first cash payment to be reduced); (ii) cancellation of next, any equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code shall be reduced (if two or more equity awards are granted on the same date, each equity award will be reduced on a pro-rata basis); (iii) next, any accelerated vesting of other equity awards shall be reduced in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first, and if more than one equity award was granted to you on the same date, all such awards will have their acceleration of vesting reduced pro rata); and (iv) finally, reduction of other employee benefits paid or provided to Executive, which will occur you in reverse chronological order such that (i.e., the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive you have any discretion with respect to the ordering of payment reductions. Unless the reductions The Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized or an accounting firm of independent public accountants selected engaged by the Company, as determined in the sole discretion of the Company shall perform the calculations described above (the Company or accounting firm performing such calculations, the “Calculation Team”). The Company shall bear all expenses with respect to the determinations required to be made hereunder. The Calculation Team engaged to make the determinations hereunder shall 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 Payment is triggered (if requested at the time by you or the Company) or such other person time as requested by you or entity the Company. If the Calculation Team determines that no Excise Tax is payable with respect to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9a Payment, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish you and 4999 the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company Calculation Team made hereunder shall be final, binding and Executive will furnish to conclusive upon you and the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9Company.

Limitation on Payments. In the event that the payments and severance benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s severance benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to the Executive, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 5 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 95, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 95.

Limitation on Payments. In (a) If Executive receives, is provided or may receive or be provided any payment or benefit that constitutes a “parachute payment” (as defined in Section 280G(b)(2) of the event that Code), and the net after-tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and benefits provided for in this Agreement or otherwise payable to be made to Executive were three times Executive’s “base amount” (collectivelyas defined in Section 280G(b)(3) of the Code), less $1.00, then the aggregate of the amounts constituting the parachute payments shall be reduced to an amount equal to three times Executive’s base amount, less $1.00. For purposes of determining the “Payments”) (x) constitute “parachute paymentsnet after-tax amount,” within the meaning of Section 280G of the Code and (y) but for this Section 9, would Company will cause to be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking taken into account the all applicable federal, state and local income and employment taxes and the Excise Taxexcise taxes (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a reduction pursuant to this Section 10 is to occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, if any, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that isother than stock options, the most recently granted equity awards will be cancelled first)if any; (iii) reduction cancellation of acceleration of accelerated vesting of equity awardsstock options, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first)if any; and (iv) reduction of other benefits payments or benefits, if any, paid or provided to Executive, which will shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. If two or more than one equity award was made to Executive awards or stock options are granted on the same date date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of grant, all such awards will have their acceleration of vesting reduced pro rataExecutive. In no event will shall Executive have any discretion with respect to the ordering of his payment reductions. . (b) Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 10 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, the Company’s legal counsel or such other person or entity to which the parties Parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 910, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 910. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 910.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s benefits will be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered amounts to a lesser extentbe paid must be made, reduction will shall occur in the following order: (i) first, reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) second, cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of accelerated vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iv) third, reduction of other benefits paid or provided to Executiveemployee benefits, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more than one equity award was made to Executive awards are granted on the same date of grantdate, all such awards each award will have their acceleration of vesting be reduced pro rataon a pro-rata basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally well-recognized firm of independent public accountants selected accounting firm chosen by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 9Section, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 9Section.”

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise payable to Executive Employee (collectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) but for this Section 97, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will be either: (a) a. delivered in full, or (b) b. delivered as to such lesser extent which would result in no portion of such Payments being subject to 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, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to ExecutiveEmployee, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive Employee on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 9 7 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 97, the 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 Executive Employee will furnish to the Firm such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 97. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 97.

Limitation on Payments. In the event that the payments and severance or change in control-related or other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance or change in control-related or other benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to the Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 9, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the any payments and or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefitsPayments, notwithstanding that all or some portion of such benefits Payments may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits Payments constituting “parachute payments” is necessary so that benefits Payments are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code in the reverse order Code); (ii) a pro rata reduction of date of grant of the awards (A) cash payments that is, the most recently granted equity awards will be cancelled first)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 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 awardsawards is to be cancelled, which such acceleration of vesting will occur be cancelled in the reverse order of the date of grant for such of Executive’s equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rataawards. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 9, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (y) but for this Section 9, 5 would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s benefits will be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered amounts to a lesser extentbe paid must be made, reduction will shall occur in the following order: (i) first, reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) second, cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of accelerated vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iv) third, reduction of other benefits paid or provided to Executiveemployee benefits, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more than one equity award was made to Executive awards are granted on the same date of grantdate, all such awards each award will have their acceleration of vesting be reduced pro rataon a pro-rata basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally well-recognized firm of independent public accountants selected accounting firm chosen by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 9Section, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 95. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 95.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise payable to the Executive (collectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) but for this Section 910, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments being subject to 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, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to the Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 9 10 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 910, the 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 Executive will furnish to the Firm such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 910. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 910.

Limitation on Payments. In the event that the payments and any payment or benefits provided for in this Agreement or otherwise payable to Executive Employee (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 918.b, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments payments or benefits will be either: (a) i. delivered in full, or (b) or ii. delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Employee on an after-tax basis, of the greatest amount of severance or change in control-related or other payments or benefits, notwithstanding that all or some portion of such payments or benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to Executivethe Employee, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive the Employee on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 9 18.b will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 918.b, the Firm 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 Executive Employee will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 918.b.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced); (ii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (iii) reduction of the Code accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards Equity Awards will be reduced first); cancelled first and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If if more than one equity award Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata); and (iv) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 5 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 95, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 95.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement If any payment or benefit Employee would receive from Employer or otherwise payable to Executive (collectively, the “Payments”"Payment") would (xi) constitute “a "parachute payments” payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payments will Payment shall be either: reduced to the Reduced Amount. The "Reduced Amount" shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such Payments the Payment being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income and employment taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by ExecutiveEmployee's receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in severance and other payments or benefits constituting “"parachute payments” " is necessary so that benefits are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: order unless Employee elects in writing a different order (i) PROVIDED, HOWEVER, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence ; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awardsstock award compensation is to be reduced, which will occur such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee's stock awards unless Employee elects in writing a different order for such equity awards (i.e., the vesting cancellation. The accounting firm engaged by Employer for general audit purposes as of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided day prior to Executive, which will occur in reverse chronological order such that the benefit owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first benefit to be reducedPayment shall perform the foregoing calculations. If more than one equity award was made the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the "change in ownership" as described in Section 280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to Executive on make the same date of grant, determinations required hereunder. Employer shall bear all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such accounting firm required under this Section 9 will to be made in writing hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee's right to a Payment is triggered (if requested at that time by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, Employer or Employee) or such other person time as requested by Employer or entity Employee. If the accounting firm determines that no Excise Tax is payable with respect to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9a Payment, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish Employer and 4999 Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company accounting firm made hereunder shall be final, binding and Executive will furnish to the Firm such information conclusive upon Employer and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9Employee.

Limitation on Payments. In the event If any payment or benefit (including but not limited to payments, vesting and benefits pursuant to this Agreement) that the payments and benefits provided for in this Agreement Executive would receive from the Employer or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Internal Revenue Code, and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then such Payments will the Employer shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid or provided to such lesser extent which the Executive, whichever of the following two alternative forms of payment would result in no the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of such Payments being the Transaction Payment may be subject to the Excise Tax, whichever : (1) payment and provision in full of the foregoing amountsentire amount of the Transaction Payment (a “Full Payment”), taking or (2) payment and provision of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Employer shall cause to be taken into account the all applicable federal, state and local income and employment taxes and the Excise TaxTax (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments, vesting and/or benefits constituting the Transaction Payment, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii2) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first)other than stock options; (iii3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid or provided to the Executive. In the event that acceleration of vesting of equity awardsaward compensation is to be reduced, which such acceleration of vesting will occur be cancelled in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted Executive’s equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rataawards. In no event will the Employer or any stockholder be liable to the Executive have for any discretion amounts not paid as a result of the operation of this Section 14. 14.1 The professional firm engaged by the Employer for general tax purposes as of immediately prior to the transaction giving rise to the Transaction Payment shall make all determinations required to be made under this Section 14. If the professional firm so engaged by the Employer is serving as accountant or auditor for the individual, entity or group effecting the transaction, the Employer shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Employer shall bear all expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such professional firm required under this Section 9 will to be made in writing by hereunder. 14.2 The professional firm engaged to make the Companydeterminations hereunder shall provide its calculations, together with detailed supporting documentation, to the Employer and the Executive within fifteen (15) calendar days after the date on which Executive’s legal counsel, right to a nationally recognized firm of independent public accountants selected by the Company, Transaction Payment is triggered or such other person time as reasonably requested by the Employer or entity the Executive. If the professional firm determines that no Excise Tax is payable with respect to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9Transaction Payment, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish the Employer and 4999 the Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the Code. The Company professional firm made hereunder shall be final, binding and Executive will furnish to conclusive upon the Firm such information Employer and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9Executive.

Limitation on Payments. In (a) If Executive receives, is provided or may receive or be provided any payment or benefit that constitutes a “parachute payment” (as defined in Section 280G(b)(2) of the event that Code), and the net after-tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and benefits provided for in this Agreement or otherwise payable to be made to Executive were three times Executive’s “base amount” (collectivelyas defined in Section 280G(b)(3) of the Code), less $1.00, then the aggregate of the amounts constituting the parachute payments shall be reduced to an amount equal to three times Executive’s base amount, less $1.00. For purposes of determining the “Payments”) (x) constitute “parachute paymentsnet after-tax amount,” within the meaning of Section 280G of the Code and (y) but for this Section 9, would Company will cause to be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking taken into account the all applicable federal, state and local income and employment taxes and the Excise Taxexcise taxes (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a reduction pursuant to this Section 10 is to occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, if any, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that isother than stock options, the most recently granted equity awards will be cancelled first)if any; (iii) reduction cancellation of acceleration of accelerated vesting of equity awardsstock options, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first)if any; and (iv) reduction of other benefits payments or benefits, if any, paid or provided to Executive, which will shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. If two or more than one equity award was made to Executive awards or stock options are granted on the same date date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of grant, all such awards will have their acceleration of vesting reduced pro rataExecutive. In no event will shall Executive have any discretion with respect to the ordering of her payment reductions. . (b) Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 10 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, the Company’s legal counsel or such other person or entity to which the parties Parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 910, the Firm 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 and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 910. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 910.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 94, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s severance benefits under Section 3(a) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that severance and other benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced); (ii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (iii) reduction of the Code accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards Equity Awards will be reduced first); cancelled first and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If if more than one equity award Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata); and (iv) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 4 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 94, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 94.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (y) but for this Section 9, 4 would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s benefits will be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered amounts to a lesser extentbe paid must be made, reduction will shall occur in the following order: (i) first, reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) second, cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of accelerated vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iv) third, reduction of other benefits paid or provided to Executiveemployee benefits, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more than one equity award was made to Executive awards are granted on the same date of grantdate, all such awards each award will have their acceleration of vesting be reduced pro rataon a pro-rata basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally well-recognized firm of independent public accountants selected accounting firm chosen by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 9Section, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 94. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 94.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xa) constitute “parachute payments” within the meaning of Section 280G of the Code and (yb) but for this Section 9, 11 would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s benefits will be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered amounts to a lesser extentbe paid must be made, reduction will shall occur in the following order: (i) first, reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) second, cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction third, cancellation of acceleration of accelerated vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iv) fourth, reduction of other benefits paid or provided to Executiveemployee benefits, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more than one equity award was made to Executive awards are granted on the same date of grantdate, all such awards each award will have their acceleration of vesting be reduced pro rataon a pro-rata basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized certified professional services firm of independent public accountants selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 9Section, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 911. The Company will bear all costs and make all payments for the Firm may Firm’s services reasonably incur required in connection with any calculations contemplated by this Section 911.

Limitation on Payments. In the event that the payments and severance benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 912, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s severance benefits under Section 8 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to the Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 12 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 912, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 912.

Limitation on Payments. In the event that the payments and or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 911, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Executive’s the Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefitsPayments, notwithstanding that all or some portion of such benefits Payments may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits Payments constituting “parachute payments” is necessary so that benefits the Payments are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to the Executive, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 11 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 911, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 911.

Limitation on Payments. In the event that the payments and severance benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 911, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s severance benefits under Section 8 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to the Executive, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 11 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 911, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 911.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise payable to Executive Employee (collectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) but for this Section 98, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will be either: (a) a. delivered in full, or (b) b. delivered as to such lesser extent which would result in no portion of such Payments being subject to 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, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to ExecutiveEmployee, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive Employee on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 9 8 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 98, the 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 Executive Employee will furnish to the Firm such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 98. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 98.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive the Employee (collectively, the “Payments”) (xa) constitute “parachute payments” within the meaning of Section 280G of the Code and (yb) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments will the Employee’s severance benefits under Section 4(a) or Section 4(b) or other benefits shall be either: : (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits and other benefits may be taxable under Section 4999 of the Code. If In the event of a reduction in accordance with Section 5(ii), the reduction will occur, with respect to such severance and other benefits constituting considered “parachute payments” is necessary so that benefits are delivered to a lesser extentwithin the meaning of Section 280G of the Code, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code Code), (iii) cancellation of accelerated vesting of 5 equity-based compensation awards in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such (that is, the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If two or more than one equity award was made to Executive equity-based compensation awards are granted on the same date of grantdate, all such awards each award will have their acceleration of vesting be reduced pro rataon a prorated basis. In no event will Executive shall the Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive the Employee otherwise agree in writing, any determination required under this Section 9 will 5 shall be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), 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 95, the Firm 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 Executive will the Employee shall furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 95. The Company will shall bear all costs for payment of the Firm may reasonably incur Accountants services in connection with any calculations contemplated by this Section 95. 6.

Limitation on Payments. (a) In the event that the payments and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to Executive you (collectively, the “Payments”) (xi) constitute “‘parachute payments” ’ within the meaning of Section 280G of the Code and (yii) but for this Section 9paragraph 18, would be subject to the excise tax imposed by Section 4999 of the Code Code, then your payments and benefits under this Agreement or other payments or benefits (the “Excise Tax”), then such Payments ‘280G Amounts’) will be either:: Xxx Xxxxxxxx August 25, 2014 (ai) delivered in full, ; or (bii) delivered as to such lesser extent which that would result in no portion of such Payments the 280G Amounts being subject to the Excise Tax, excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by Executive, you on an after-tax basis, basis of the greatest amount of benefits280G Amounts, notwithstanding that all or some portion of such benefits the 280G Amounts may be taxable under Section 4999 of the Code. If . (b) In the event that a reduction of 280G Amounts is made in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentaccordance with this paragraph 18, the reduction will occur occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order: : (i) reduction of the accelerated vesting of any stock options for which the exercise price exceeds the then current fair market value; (ii) reduction of cash payments, which will occur payments in reverse chronological order such that (i.e., the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; ); (iiiii) cancellation of equity awards other than those described in clause (i) above that were granted “‘contingent on a change in ownership or control” ’ within the meaning of Code Section 280G of the Code G, in the reverse order of date of grant of the awards (that isi.e., the most recently granted equity awards will be cancelled first); ; (iiiiv) reduction of acceleration of the accelerated vesting of equity awards, which will occur awards other than those described in clause (i) above in the reverse order of the date of grant for such equity of the awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and and (ivv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such that (i.e., the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive you have any discretion with respect to the ordering of payment reductions. Xxx Xxxxxxxx August 25, 2014 (c) Unless the Company you and Executive CBS otherwise agree in writing, any determination required under this Section 9 paragraph 18 will be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants (the ‘Firm’) selected by the CompanyCBS, or such other person or entity to which the parties mutually agree (the “Firm”)whose determination will be conclusive and binding upon you and CBS for all purposes. For purposes of making the calculations required by this Section 9paragraph 18, the 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 CBS and Executive you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9paragraph 18. The Company CBS will bear all costs for payment of the Firm may reasonably incur Firm’s services in connection with any calculations contemplated by this Section 9paragraph 18.” 4. This letter may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. 5. Except as otherwise provided herein, the Agreement shall continue in full force and effect in accordance with its terms.

Limitation on Payments. (a) In the event that the payments and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to Executive you (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 9paragraph 18, would be subject to the excise tax imposed by Section 4999 of the Code Code, then your payments and benefits under this Agreement or other payments or benefits (the “Excise Tax280G Amounts”), then such Payments ) will be either: (ai) delivered in full, ; or (bii) delivered as to such lesser extent which that would result in no portion of such Payments the 280G Amounts being subject to the Excise Tax, excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by Executive, you on an after-tax basis, basis of the greatest amount of benefits280G Amounts, notwithstanding that all or some portion of such benefits the 280G Amounts may be taxable under Section 4999 of the Code. If . (b) In the event that a reduction of 280G Amounts is made in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentaccordance with this paragraph 18, the reduction will occur occur, with respect to the 280G Amounts considered Xxxxxxxxx Xxxxx as of August 13, 2019 parachute payments within the meaning of Section 280G of the Code, in the following order: : (i) reduction of cash payments, which will occur payments in reverse chronological order such that (i.e., the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; ); (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G of the Code G, in the reverse order of date of grant of the awards (that isi.e., the most recently granted equity awards will be cancelled first); ; (iii) reduction of acceleration of the accelerated vesting of equity awards, which will occur awards in the reverse order of the date of grant for such equity of the awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such that (i.e., the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive you have any discretion with respect to the ordering of payment reductions. . (c) Unless you and the Company and Executive otherwise agree in writing, any determination required under this Section 9 paragraph 18 will be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants (the “Firm”) selected by the Company, or such other person or entity to which whose determination will be conclusive and binding upon you and the parties mutually agree (the “Firm”)Company for all purposes. For purposes of making the calculations required by this Section 9paragraph 18, the 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 Executive you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9paragraph 18. The Company will bear all costs for payment of the Firm may reasonably incur Firm’s services in connection with any calculations contemplated by this Section 9paragraph 18.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “"parachute payments” " within the meaning of Section 280G of the Code Code, and (yii) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive's benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “"parachute payments” " is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced); (ii) cancellation of equity awards Equity Awards that were granted “"contingent on a change in ownership or control” " within the meaning of Code Section 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (iii) reduction of the Code accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards Equity Awards will be reduced first); cancelled first and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If if more than one equity award Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata) unless Executive elects in writing a different order for cancellation; and (iv) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 5 will be made in writing by the Company’s legal counsel, a nationally recognized firm of 's independent public accountants selected by the Company, immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “"Firm”"), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 95, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 95.

Limitation on Payments. In If Executive receives, is provided or may receive or be provided any payment or benefit that constitutes a “parachute payment” (as defined in Section 280G(b)(2) of the event that Code), and the net after-tax amount of any such parachute payment is less than the net after‑tax amount if the aggregate payments and benefits provided for in this Agreement or otherwise payable to be made to Executive were three times Executive’s “base amount” (collectivelyas defined in Section 280G(b)(3) of the Code), less $1.00, then the aggregate of the amounts constituting the parachute payments shall be reduced to an amount equal to three times Executive’s base amount, less $1.00. For purposes of determining the “Payments”) (x) constitute “parachute paymentsnet after-tax amount,” within the meaning of Section 280G of the Code and (y) but for this Section 9, would Company will cause to be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking taken into account the all applicable federal, state and local income and employment taxes and the Excise Taxexcise taxes (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a reduction pursuant to this Section 10 is to occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, if any, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that isother than stock options, the most recently granted equity awards will be cancelled first)if any; (iii) reduction cancellation of acceleration of accelerated vesting of equity awardsstock options, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first)if any; and (iv) reduction of other benefits payments or benefits, if any, paid or provided to Executive, which will shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. If two or more than one equity award was made to Executive awards or stock options are granted on the same date date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of grant, all such awards will have their acceleration of vesting reduced pro rataExecutive. In no event will shall Executive have any discretion with respect to the ordering of his payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 10 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, the Company’s legal counsel or such other person or entity to which the parties Parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 910, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 910. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 910.

Limitation on Payments. (a) In the event that the payments and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to Executive you (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 9paragraph 19, would be subject to the excise tax imposed by Section 4999 of the Code Code, then your payments and benefits under this Agreement or other payments or benefits (the “Excise Tax280G Amounts”), then such Payments ) will be either: (ai) delivered in full, ; or (bii) delivered as to such lesser extent which that would result in no portion of such Payments the 280G Amounts being subject to the Excise Tax, excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by Executive, you on an after-tax basis, basis of the greatest amount of benefits280G Amounts, notwithstanding that all or some portion of such benefits the 280G Amounts may be taxable under Section 4999 of the Code. If . (b) In the event that a reduction of 280G Amounts is made in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentaccordance with this paragraph 19, the reduction will occur occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order: : (i) reduction of cash payments, which will occur payments in reverse chronological order such that (i.e., the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; ); (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G of the Code G, in the reverse order of date of grant of the awards (that isi.e., the most recently granted equity awards will be cancelled first); ; (iii) reduction of acceleration of the accelerated vesting of equity awards, which will occur awards in the reverse order of the date of grant for such equity of the awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such that (i.e., the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced). If more than one equity award was made to Executive on the same date of grantXx. Xxxxxxxxx Xxxxx October 18, all such awards will have their acceleration of vesting reduced pro rata. 2018 In no event will Executive you have any discretion with respect to the ordering of payment reductions. . (c) Unless the Company you and Executive CBS otherwise agree in writing, any determination required under this Section 9 paragraph 19 will be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”)) selected by CBS, whose determination will be conclusive and binding upon you and CBS for all purposes. For purposes of making the calculations required by this Section 9paragraph 19, the 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 CBS and Executive you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9paragraph 19. The Company CBS will bear all costs for payment of the Firm may reasonably incur Firm’s services in connection with any calculations contemplated by this Section 9paragraph 19.

Limitation on Payments. (a) In the event that the payments and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to Executive you (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Code Section 280G”) and (yii) but for this Section 9paragraph 18, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise TaxCode Section 4999”), then such Payments your payments and benefits under this Agreement or other payments or benefits (the “280G Amounts”) will be either: (ai) delivered in full, ; or (bii) delivered as to such lesser extent which that would result in no portion of such Payments the 280G Amounts being subject to the Excise Tax, excise tax under Code Section 4999; whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Code Section 4999, results in the receipt by Executive, you on an after-tax basis, basis of the greatest amount of benefits280G Amounts, notwithstanding that all or some portion of such benefits the 280G Amounts may be taxable under Code Section 4999 of 4999. (b) In the Code. If event that a reduction of 280G Amounts is made in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentaccordance with this paragraph 18, the reduction will occur occur, with respect to the 280G Amounts considered parachute payments within the meaning of Code Section 280G, in the following order: : (i) reduction of cash payments, which will occur payments in reverse chronological order such that (i.e., the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; ); (ii) cancellation of equity awards that were granted “contingent -contingent on a change in ownership or control” within the meaning of Code Section 280G of the Code G, in the reverse order of date of grant of the awards (that isi.e., the most recently granted equity awards will be cancelled first); ; (iii) reduction of acceleration of the accelerated vesting of equity awards, which will occur awards in the reverse order of the date of grant for such equity of the awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such that (i.e., the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive you have any discretion with respect to the ordering of payment reductions. . (c) Unless you and the Company and Executive otherwise agree in writing, any determination required under this Section 9 paragraph 18 will be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants (the “Firm”) selected by the Company, or such other person or entity to which whose determination will be conclusive and binding upon you and the parties mutually agree (the “Firm”)Company for all purposes. For purposes of making the calculations required by this Section 9paragraph 18, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Xxxxx Xxxxxx as of August 13, 2019 application of Code Sections 280G and 4999 of the Code4999. The Company and Executive you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9paragraph 18. The Company will bear all costs for payment of the Firm may reasonably incur Firm’s services in connection with any calculations contemplated by this Section 9paragraph 18.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 922, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will Executive’s benefits under this Agreement shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax, either whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments, which will occur payments in reverse chronological order such that (i.e., the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; ), (ii2) cancellation of equity awards that were granted within the twelve-month period prior to a “contingent on a change in ownership or of control” within the meaning of (as determined under Code Section 280G G) that are deemed to have been granted contingent upon the change of the control (as determined under Code Section 280G), in the reverse order of date of grant of the awards (that isi.e., the most recently granted equity awards will be cancelled first); , (iii3) reduction cancellation of acceleration of accelerated vesting of equity awards, which will occur awards in the reverse order of the date of grant for such equity of the awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); ) and (iv4) reduction of other continued employee benefits paid or provided to Executive, which will occur in reverse chronological order such that (i.e., the benefit owed on the latest date following the occurrence of the event triggering such excise tax the Excise Tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will shall be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 9Section, the Firm 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 Executive will shall furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will shall bear all costs for fees related to the Firm may reasonably incur Accountants’ services in connection with any calculations contemplated by this Section 9Section.

Limitation on Payments. In the event that the (a) If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of such Payments being the Transaction Payment may be subject to the Excise Tax, whichever : (1) payment in full of the foregoing amountsentire amount of the Transaction Payment (a “Full Payment”), taking or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account the all applicable federal, state and local income and employment taxes and the Excise TaxTax (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii2) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first)other than stock options; (iii3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awardsaward compensation is to be reduced, which such acceleration of vesting will occur be cancelled in the reverse order of the date of grant for such of Executive’s equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rataawards. In no event will the Company, Parent or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (b) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering determinations by such professional firm required to be made hereunder. (c) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and 4. Executive within 15 calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of payment reductions. Unless the Reduced Amount, it shall furnish the Company and Executive otherwise agree in writing, any determination required under this Section 9 with detailed supporting calculations of its determinations that no Excise Tax will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or imposed with respect to such other person or entity to which the parties mutually agree (the “Firm”)Transaction Payment. For purposes of making the calculations required by this Section 9, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, Any good faith interpretations concerning the application of Sections 280G and 4999 determinations of the Code. The professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9Executive.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s severance benefits under Section 3(a) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G G), (iii) cancellation of the Code accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such (that is, the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If two or more than one equity award was made to Executive awards are granted on the same date of grantdate, all such awards each award will have their acceleration of vesting be reduced pro rataon a prorated basis. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 5 will be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 95, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 95. The Company will bear all costs for payment of the Firm may reasonably incur Accountants’ services in connection with any calculations contemplated by this Section 95.

Limitation on Payments. In the event that the payments and benefits provided for in If any payment or benefit Employee would receive pursuant to this Agreement or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will Payment shall be either: reduced to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such Payments the Payment being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income and employment taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by Executive’s receipt, on an after-tax basis, of the greatest greater amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the CodePayment. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: order unless Employee elects in writing a different order (i) provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence ; cancellation of accelerated vesting of stock options; reduction of employee benefits. In the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awardsstock option compensation is to be reduced, which will occur such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock options unless Employee elects in writing a different order for such equity awards (i.e., cancellation The accounting firm engaged by the vesting Company for general audit purposes as of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided day prior to Executive, which will occur in reverse chronological order such that the benefit owed on Separation Date shall perform the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reducedforegoing calculations. If more than one equity award was made to Executive on the same date of grant, The Company shall bear all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion expenses with respect to the ordering of payment reductionsdeterminations by such accounting firm required to be made hereunder. Unless The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, Company or Employee) or such other person time as requested by the Company or entity Employee. If the accounting firm determines that no Excise Tax is payable with respect to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9a Payment, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish the Company and 4999 Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9Employee.

Limitation on Payments. In Notwithstanding anything in the event that Agreement to the payments and benefits provided for in this contrary, if any payment or benefit you would receive from the Company pursuant to the Agreement or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will Payment shall be either: equal to the Reduced Amount. The “Reduced Amount” shall be either (a1) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such Payments the Payment being subject to the Excise TaxTax or (2) the Payment or a portion thereof, whichever of the foregoing amounts, amount after taking into account the all applicable federal, state and local employment taxes, income and employment taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by Executive’s receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the CodePayment. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered the Payment equals the Reduced Amount and no portion of such Payment is subject to a lesser extentthe Excise Tax, reduction will shall occur in the following order: (i) first, reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) second, cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of accelerated vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iv) third, reduction of other benefits paid or provided to Executiveemployee benefits, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive you have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement If any payment or benefit Employee would receive from Employer or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will Payment shall be either: reduced to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such Payments the Payment being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income and employment taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by ExecutiveEmployee’s receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: order unless Employee elects in writing a different order (i) provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence ; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awardsstock award compensation is to be reduced, which will occur such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock awards unless Employee elects in writing a different order for such equity awards (i.e., the vesting cancellation. The accounting firm engaged by Employer for general audit purposes as of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided day prior to Executive, which will occur in reverse chronological order such that the benefit owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first benefit to be reducedPayment shall perform the foregoing calculations. If more than one equity award was made the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to Executive on make the same date of grant, determinations required hereunder. Employer shall bear all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such accounting firm required under this Section 9 will to be made in writing hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, Employer or Employee) or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required time as requested by this Section 9, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9.Employer or

Limitation on Payments. In the event that the severance or change in control-related or other payments and or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 98, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance or change in control-related or other payments or benefits, notwithstanding that all or some portion of such payments or benefits may be taxable under Section 4999 of the Code. If a reduction in severance and and/or other payments or benefits constituting “parachute payments” is necessary so that payments or benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iviii) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 8 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 98, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 98. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 98.

Limitation on Payments. In the event that the (a) If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of such Payments being the Transaction Payment may be subject to the Excise Tax, whichever : (1) payment in full of the foregoing amountsentire amount of the Transaction Payment (a “Full Payment”), taking or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account the all applicable federal, state and local income and employment taxes and the Excise TaxTax (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii2) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first)other than stock options; (iii3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awardsaward compensation is to be reduced, which such acceleration of vesting will occur be cancelled in the reverse order of the date of grant for such of Executive’s equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rataawards. In no event will the Company, Parent or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (b) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (c) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9.and

Limitation on Payments. In the event If any payment or benefit (including but not limited to payments, vesting and benefits pursuant to this Agreement) that the payments and benefits provided for in this Agreement Executive would receive from the Employer or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Internal Revenue Code, and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then such Payments will the Employer shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid or provided to such lesser extent which the Executive, whichever of the following two alternative forms of payment would result in no the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of such Payments being the Transaction Payment may be subject to the Excise Tax, whichever : (1) payment and provision in full of the foregoing amountsentire amount of the Transaction Payment (a “Full Payment”), taking or (2) payment and provision of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Employer shall cause to be taken into account the all applicable federal, state and local income and employment taxes and the Excise TaxTax (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments, vesting and/or benefits constituting the Transaction Payment, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii2) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first)other than stock options; (iii3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid or provided to the Executive. In the event that acceleration of vesting of equity awardsaward compensation is to be reduced, which such acceleration of vesting will occur be cancelled in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted Executive’s equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rataawards. In no event will Executive have the Employer or any discretion with respect stockholder be liable to the ordering Executive for any amounts not paid as a result of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under operation of this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 915.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 96, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s severance benefits under this Agreement will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to the Executive, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 6 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 96, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 96.

Limitation on Payments. In the event that the payments and severance benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 94, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s severance benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to the Executive, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 4 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 94, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 94.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 98, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s benefits under Section 6 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced); (ii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (iii) reduction of the Code accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards Equity Awards will be reduced first); cancelled first and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If if more than one equity award Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata); and (iv) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 8 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 98, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 98.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive Employee (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Employee’s benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as reduced to such lesser extent an amount that is $1 less than the maximum amount which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by Executive, Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentunder (b) above, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such payments that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reducedare not Deferred Payments; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G of the Code in the reverse order of date of grant of the awards (that isG), the most recently granted equity awards will be cancelled first); (iii) cancellation of accelerated vesting of equity awards; (iv) reduction of cash payments that are Deferred Payments beginning with payments to be paid latest in time; (v) reduction of employee benefits. In the event that acceleration of vesting of equity awardsaward compensation is to be reduced, which such acceleration of vesting will occur be cancelled in the reverse order of the date of grant for such of Employee’s equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductionsawards. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 9 5 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, serving immediately prior to a Change in Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Employee and the Company. For purposes of making the calculations required by this Section 95, the 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 Executive Employee will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 95.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is. the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced); (ii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (iii) reduction of the Code accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards Equity Awards will be reduced first); cancelled first and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If if more than one equity award Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata) unless Executive elects in writing a different order for cancellation; and (iv) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 5 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 95, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 95.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Amended and Restated Employment Agreement or otherwise payable to Executive (collectively, the “Payments”) (xa) constitute “parachute payments” within the meaning of Section 280G of the Code and (yb) but for this Section 96.2, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments will Executive’s severance benefits under Section 3 or other benefits shall be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits and other benefits may be taxable under Section 4999 of the Code. If In the event of a reduction in accordance with Section 6.2(ii), the reduction will occur, with respect to such severance and other benefits constituting considered “parachute payments” is necessary so that benefits are delivered to a lesser extentwithin the meaning of Section 280G of the Code, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code Code), (iii) cancellation of accelerated vesting of equity-based compensation awards in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such (that is, the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If two or more than one equity award was made to Executive equity-based compensation awards are granted on the same date of grantdate, all such awards each award will have their acceleration of vesting be reduced pro rataon a prorated basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will 6.2 shall be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 96.2, the Firm 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 Executive will shall furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 96.2. The Company will shall bear all costs for payment of the Firm may reasonably incur Accountants’ services in connection with any calculations contemplated by this Section 96.2.

Limitation on Payments. In the event that the payments and severance or change in control-related or other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance or change in control-related or other benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to the Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 9, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise payable to the Executive (collectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) but for this Section 910, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will be either: (a) a. delivered in full, or (b) or b. delivered as to such lesser extent which would result in no portion of such Payments being subject to 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, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to the Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 9 10 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 910, the 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 Executive will furnish to the Firm such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 910. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 910.

Limitation on Payments. In the event that the (a) If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of such Payments being the Transaction Payment may be subject to the Excise Tax, whichever : (1) payment in full of the foregoing amountsentire amount of the Transaction Payment (a “Full Payment”), taking or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account the all applicable federal, state and local income and employment taxes and the Excise TaxTax (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii2) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first)other than stock options; (iii3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awardsaward compensation is to be reduced, which such acceleration of vesting will occur be cancelled in the reverse order of the date of grant for such of Executive’s equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rataawards. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, Parent or such other person or entity any stockholder be liable to which Executive for any amounts not paid as a result of the parties mutually agree (the “Firm”). For purposes operation of making the calculations required by this Section 9, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 94.

Limitation on Payments. In the event that the payments and severance or other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 916, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s severance or other benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance or change in control-related benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to the Executive, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 16 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 916, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 916.

Limitation on Payments. (a) In the event that the payments and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to Executive you (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 9paragraph 18, would be subject to the excise tax imposed by Section 4999 of the Code Code, then your payments and benefits under this Agreement or other payments or benefits (the “Excise Tax280G Amounts”), then such Payments ) will be either: (ai) delivered in full, ; or (bii) delivered as to such lesser extent which that would result in no portion of such Payments the 280G Amounts being subject to the Excise Taxexcise tax under Section 4999 of the Code; Xxxxxxx X. Xxxxx as of November 19, 2019 whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by Executive, you on an after-tax basis, basis of the greatest amount of benefits280G Amounts, notwithstanding that all or some portion of such benefits the 280G Amounts may be taxable under Section 4999 of the Code. If . (b) In the event that a reduction of 280G Amounts is made in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentaccordance with this paragraph 18, the reduction will occur occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order: : (i) reduction of cash payments, which will occur payments in reverse chronological order such that (i.e., the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; ); (ii) cancellation of equity awards that were granted “‘contingent on a change in ownership or control” ’ within the meaning of Code Section 280G of the Code G, in the reverse order of date of grant of the awards (that isi.e., the most recently granted equity awards will be cancelled first); ; (iii) reduction of acceleration of the accelerated vesting of equity awards, which will occur awards in the reverse order of the date of grant for such equity of the awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such that (i.e., the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive you have any discretion with respect to the ordering of payment reductions. . (c) Unless you and the Company and Executive otherwise agree in writing, any determination required under this Section 9 paragraph 18 will be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants (the “Firm”) selected by the Company, or such other person or entity to which whose determination will be conclusive and binding upon you and the parties mutually agree (the “Firm”)Company for all purposes. For purposes of making the calculations required by this Section 9paragraph 18, the 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 Executive you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9paragraph 18. The Company will bear all costs for payment of the Firm may reasonably incur Firm’s services in connection with any calculations contemplated by this Section 9paragraph 18.

Limitation on Payments. In the event that the payments and severance benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s severance benefits under Section 6 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will shall occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to the Executive, which will shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Executive on the same date of grant, all such awards will shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 9, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive the Employee (collectively, the “Payments”) (xa) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (yb) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments will the Employee’s severance benefits under Section 4(a) or other benefits shall be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits and other benefits may be taxable under Section 4999 of the Code. If In the event of a reduction in accordance with Section 5(ii), the reduction will occur, with respect to such severance and other benefits constituting considered “parachute payments” is necessary so that benefits are delivered to a lesser extentwithin the meaning of Section 280G of the Code, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code Code), (iii) cancellation of accelerated vesting of equity-based compensation awards in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such (that is, the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If two or more than one equity award was made to Executive equity-based compensation awards are granted on the same date of grantdate, all such awards each award will have their acceleration of vesting be reduced pro rataon a prorated basis. In no event will Executive shall the Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive the Employee otherwise agree in writing, any determination required under this Section 9 will 5 shall be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), 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 95, the Firm 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 Executive will the Employee shall furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 95. The Company will shall bear all costs for payment of the Firm may reasonably incur Accountants services in connection with any calculations contemplated by this Section 95.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement If any payment or benefit Employee would receive from Employer or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Code Section 280G of the Code G, and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will Payment shall be either: reduced to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such Payments the Payment being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, . state and local employment taxes, income and employment taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by ExecutiveEmployee’s receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: order unless Employee elects in writing a different order (i) provided, however, that such election shall be subject to Employer approval if made on or after the date on which the event that triggers the Payment occurs); reduction of cash payments, which will occur in reverse chronological order such ; cancellation of accelerated vesting of stock awards; reduction of employee benefits; and reduction of any amounts that the cash payment owed on the latest date following the occurrence would constitute a deferral of compensation subject to Code Section 409A. In the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awardsstock award compensation is to be reduced, which will occur such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock awards unless Employee elects in writing a different order for such equity awards (i.e., the vesting cancellation. The accounting firm engaged by Employer for general audit purposes as of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided day prior to Executive, which will occur in reverse chronological order such that the benefit owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first benefit to be reducedPayment shall perform the foregoing calculations. If more than one equity award was made the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 280G(b)(2)(A)(i) of the Code. Employer shall appoint a nationally recognized accounting firm to Executive on make the same date of grant, determinations required hereunder. Employer shall bear all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such accounting firm required under this Section 9 will to be made in writing hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, Employer or Employee) or such other person time as requested by Employer or entity Employee. If the accounting firm determines that no Excise Tax is payable with respect to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9a Payment, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish Employer and 4999 Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company accounting firm made hereunder shall be final, binding and Executive will furnish to the Firm such information conclusive upon Employer and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9Employee.

Limitation on Payments. (a) In the event that the payments and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to Executive you (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 9paragraph 18, would be subject to the excise tax imposed by Section 4999 of the Code Code, then your payments and benefits under this Agreement or other payments or benefits (the “Excise Tax280G Amounts”), then such Payments ) will be either: (ai) delivered in full, ; or (bii) delivered as to such lesser extent which that would result in no portion of such Payments the 280G Amounts being subject to the Excise Taxexcise tax under Section 4999 of the Code; Xxxxxxx X. Xxxxxxxx as of September 29, 2016 whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by Executive, you on an after-tax basis, basis of the greatest amount of benefits280G Amounts, notwithstanding that all or some portion of such benefits the 280G Amounts may be taxable under Section 4999 of the Code. If . (b) In the event that a reduction of 280G Amounts is made in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentaccordance with this paragraph 18, the reduction will occur occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order: : (i) reduction of the accelerated vesting of any stock options for which the exercise price exceeds the then current fair market value; (ii) reduction of cash payments, which will occur payments in reverse chronological order such that (i.e., the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; ); (iiiii) cancellation of equity awards other than those described in clause (i) above that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G of the Code G, in the reverse order of date of grant of the awards (that isi.e., the most recently granted equity awards will be cancelled first); ; (iiiiv) reduction of acceleration of the accelerated vesting of equity awards, which will occur awards other than those described in clause (i) above in the reverse order of the date of grant for such equity of the awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and and (ivv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such that (i.e., the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive you have any discretion with respect to the ordering of payment reductions. . (c) Unless the Company you and Executive CBS otherwise agree in writing, any determination required under this Section 9 paragraph 18 will be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”)) selected by CBS, whose Xxxxxxx X. Xxxxxxxx as of September 29, 2016 determination will be conclusive and binding upon you and CBS for all purposes. For purposes of making the calculations required by this Section 9paragraph 18, the 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 CBS and Executive you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9paragraph 18. The Company CBS will bear all costs for payment of the Firm may reasonably incur Firm’s services in connection with any calculations contemplated by this Section 9paragraph 18.

Limitation on Payments. In (a) If Executive receives, is provided or may receive or be provided any payment or benefit that constitutes a “parachute payment” (as defined in Section 280G(b)(2) of the event that Code), and the net after-tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and benefits provided for in this Agreement or otherwise payable to be made to Executive were three times Executive's “base amount” (collectivelyas defined in Section 280G(b)(3) of the Code), less $1.00, then the aggregate of the amounts constituting the parachute payments shall be reduced to an amount equal to three times Executive's base amount, less $1.00. For purposes of determining the “Payments”) (x) constitute “parachute paymentsnet after-tax amount,” within the meaning of Section 280G of the Code and (y) but for this Section 9, would Company will cause to be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking taken into account the all applicable federal, state and local income and employment taxes and the Excise Taxexcise taxes (all computed at the highest applicable marginal rate, results in the receipt by Executive, on an after-tax basis, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Codestate and local taxes). If a reduction pursuant to this Section 10 is to occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in severance and other payments and/or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, if any, which will shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that isother than stock options, the most recently granted equity awards will be cancelled first)if any; (iii) reduction cancellation of acceleration of accelerated vesting of equity awardsstock options, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first)if any; and (iv) reduction of other benefits payments or benefits, if any, paid or provided to Executive, which will shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. If two or more than one equity award was made to Executive awards or stock options are granted on the same date date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of grant, all such awards will have their acceleration of vesting reduced pro rataExecutive. In no event will shall Executive have any discretion with respect to the ordering of his payment reductions. . (b) Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 10 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, the Company's legal counsel or such other person or entity to which the parties Parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 910, the Firm 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 and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 910. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 910.

Limitation on Payments. In the event that the severance or change in control-related or other payments and or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance or change in control-related or other payments or benefits, notwithstanding that all or some portion of such payments or benefits may be taxable under Section 4999 of the Code. If a reduction in severance and and/or other payments or benefits constituting “parachute payments” is necessary so that payments or benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 9, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive’s severance benefits under Section 3(a) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G G), (iii) cancellation of the Code accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such (that is, the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If two or more than one equity award was made to Executive awards are granted on the same date of grantdate, all such awards each award will have their acceleration of vesting be reduced pro rataon a prorated basis. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 5 will be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 95, the Firm 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 Executive will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 95. The Company will bear all costs for payment of the Firm may reasonably incur Accountants services in connection with any calculations contemplated by this Section 9.5. Infinera Confidential

Limitation on Payments. In If the event that the severance, payments and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the a “PaymentsPayment”) would (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 911, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments Executive’s severance benefits will be equal to the Reduced Amount. The “Reduced Amount” will be either: (a) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such Payments the Payment being subject to the Excise Tax, whichever or (b) the largest portion, up to and including the total, of the foregoing amountsPayment, whichever amount ((a) or (b)), after taking into account the all applicable federal, state state, provincial, foreign, and local employment taxes, income and employment taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by Executive’s receipt, on an after-tax basis, of the greatest amount of benefits, economic benefit notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will occur in the following order: (i1) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii2) cancellation of equity accelerated vesting of stock awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. Within any such category of Payments (that were granted is, (1), (2), (3) or (4)), a reduction will occur first with respect to amounts that are not “contingent on a change in ownership or controldeferred compensation” within the meaning of Section 280G 409A of the Code in and then with respect to amounts that are. In the reverse order of date of grant of the awards (event that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awardsstock award compensation is to be reduced, which the acceleration of vesting will occur be cancelled in the reverse order of the date of grant for such equity awards of Executive’s applicable type of stock award (i.e., the vesting of the most recently earliest granted equity stock awards will be reduced firstare cancelled last); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will be either:: ​ (a) delivered in full, oror ​ (b) delivered as to such lesser extent which would result in no portion of such Payments being subject to 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, results in the receipt by Executive, on an after-after - tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “"parachute payments” " is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “"contingent on a change in ownership or control” " within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. ​ Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s legal counsel, a nationally ​ ​ ​ recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9.. ​

Limitation on Payments. (a) In the event that the payments and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to Executive you (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 9paragraph 18, would be subject to the excise tax imposed by Section 4999 of the Code Code, then your payments and benefits under this Agreement or other payments or benefits (the “Excise Tax280G Amounts”), then such Payments ) will be either: (ai) delivered in full, ; or (bii) delivered as to such lesser extent which that would result in no portion of such Payments the 280G Amounts being subject to the Excise Tax, excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and Xxx Xxxxxxxx as of July 1, 2016 local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by Executive, you on an after-tax basis, basis of the greatest amount of benefits280G Amounts, notwithstanding that all or some portion of such benefits the 280G Amounts may be taxable under Section 4999 of the Code. If . (b) In the event that a reduction of 280G Amounts is made in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentaccordance with this paragraph 18, the reduction will occur occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order: : (i) reduction of the accelerated vesting of any stock options for which the exercise price exceeds the then current fair market value; (ii) reduction of cash payments, which will occur payments in reverse chronological order such that (i.e., the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; ); (iiiii) cancellation of equity awards other than those described in clause (i) above that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G of the Code G, in the reverse order of date of grant of the awards (that isi.e., the most recently granted equity awards will be cancelled first); ; (iiiiv) reduction of acceleration of the accelerated vesting of equity awards, which will occur awards other than those described in clause (i) above in the reverse order of the date of grant for such equity of the awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and and (ivv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such that (i.e., the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive you have any discretion with respect to the ordering of payment reductions. . (c) Unless the Company you and Executive CBS otherwise agree in writing, any determination required under this Section 9 paragraph 18 will be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”)) selected by CBS, whose determination will be conclusive and binding upon you and CBS for all purposes. For purposes of making the calculations required by this Section 9paragraph 18, the 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 Xxx Xxxxxxxx as of July 1, 2016 4999 of the Code. The Company CBS and Executive you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9paragraph 18. The Company CBS will bear all costs for payment of the Firm may reasonably incur Firm’s services in connection with any calculations contemplated by this Section 9paragraph 18.

Limitation on Payments. In the event that the payments and any change-in-control related or other payment or benefits provided for in this Agreement or otherwise payable to Executive Employee (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code and (yii) but for this Section 917.b, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments payments or benefits will be either: (a) i. delivered in full, or (b) or ii. delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Employee on an after-tax basis, of the greatest amount of severance or change in control-related or other payments or benefits, notwithstanding that all or some portion of such payments or benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first); and (iviii) reduction of other benefits paid or provided to Executivethe Employee, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive the Employee on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 9 17.b will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 917.b, the Firm 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 Executive Employee will furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 917.b.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (xi) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments Executive ’s benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payments benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, extent reduction will occur in the following orderorder : (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced); (ii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (iii) reduction of the Code accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards Equity Awards will be reduced first); cancelled first and (iv) reduction of other benefits paid or provided to Executive, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If if more than one equity award Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata) unless Executive elects in writing a different order for cancellation; and (iv) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In ln no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 5 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 95, the 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 Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9Section. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 95.

Limitation on Payments. (a) In the event that the payments and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to Executive you (collectively, the “Payments”) (xi) constitute “‘parachute payments” ’ within the meaning of Section 280G of the Code and (yii) but for this Section 9paragraph 18, would be subject to the excise tax imposed by Section 4999 of the Code Code, then your payments and benefits under this Agreement or other payments or benefits (the “Excise Tax”), then such Payments ‘280G Amounts’) will be either: (ai) delivered in full, ; or (bii) delivered as to such lesser extent which that would result in no portion of such Payments the 280G Amounts being subject to the Excise Tax, excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by Executive, you on an after-tax basis, basis of the greatest amount of benefits280G Amounts, notwithstanding that all or some portion of such benefits the 280G Amounts may be taxable under Section 4999 of the Code. If . (b) In the event that a reduction of 280G Amounts is made in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentaccordance with this paragraph 18, the reduction will occur occur, with respect to Xxxxxxx X. Xxxxxxxx February 6, 2015 the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order: : (i) reduction of the accelerated vesting of any stock options for which the exercise price exceeds the then current fair market value; (ii) reduction of cash payments, which will occur payments in reverse chronological order such that (i.e., the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; ); (iiiii) cancellation of equity awards other than those described in clause (i) above that were granted “‘contingent on a change in ownership or control” ’ within the meaning of Code Section 280G of the Code G, in the reverse order of date of grant of the awards (that isi.e., the most recently granted equity awards will be cancelled first); ; (iiiiv) reduction of acceleration of the accelerated vesting of equity awards, which will occur awards other than those described in clause (i) above in the reverse order of the date of grant for such equity of the awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and and (ivv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such that (i.e., the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata). In no event will Executive you have any discretion with respect to the ordering of payment reductions. . (c) Unless the Company you and Executive CBS otherwise agree in writing, any determination required under this Section 9 paragraph 18 will be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants (the ‘Firm’) selected by the CompanyCBS, or such other person or entity to which the parties mutually agree (the “Firm”)whose determination will be conclusive and binding upon you and CBS for all purposes. For purposes of making the calculations required by this Section 9paragraph 18, the 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 CBS and Executive you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9paragraph 18. The Company CBS will bear all costs for payment of the Firm may reasonably incur Firm’s services in connection with any calculations contemplated by this Section 9paragraph 18.” Xxxxxxx X. Xxxxxxxx February 6, 2015 6. This letter may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. 7. Except as otherwise provided herein, the Agreement shall continue in full force and effect in accordance with its terms.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive the Employee (collectively, the “Payments”) (xa) constitute “parachute payments” within the meaning of Section 280G of the Code and (yb) but for this Section 95, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payments will the Employee’s severance benefits under Section 4(a) or Section 4(b) or other benefits shall be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999, results in the receipt by Executive, the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits and other benefits may be taxable under Section 4999 of the Code. If In the event of a reduction in accordance with Section 5(ii), the reduction will occur, with respect to such severance and other benefits constituting considered “parachute payments” is necessary so that benefits are delivered to a lesser extentwithin the meaning of Section 280G of the Code, reduction will occur in the following order: (i) reduction of cash payments, which will occur payments in reverse chronological order such (that is, the cash payment owed on the latest date following the occurrence of the event triggering such the excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code Code), (iii) cancellation of accelerated vesting of equity-based compensation awards in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced cancelled first); and (iv) reduction of other employee benefits paid or provided to Executive, which will occur in reverse chronological order such (that is, the benefit owed on the latest date following the occurrence of the event triggering such the excise tax will be the first benefit to be reduced. If two or more than one equity award was made to Executive equity-based compensation awards are granted on the same date of grantdate, all such awards each award will have their acceleration of vesting be reduced pro rataon a prorated basis. In no event will Executive shall the Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive the Employee otherwise agree in writing, any determination required under this Section 9 will 5 shall be made in writing by the Company’s legal counsel, a nationally recognized accounting or valuation firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree Company (the “FirmAccountants”), 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 95, the Firm 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 Executive will the Employee shall furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section 95. The Company will shall bear all costs for payment of the Firm may reasonably incur Accountants services in connection with any calculations contemplated by this Section 95.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or otherwise payable to Executive Executive, including accelerated vesting of any equity compensation (collectively, the “PaymentsPayment”) would (xi) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (yii) but for this Section 9sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will Payment shall be either: reduced to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such Payments the Payment being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income and employment taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the receipt by Executive's receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in severance and other payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: (iA) reduction of cash payments, which will occur payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of accelerated vesting of equity awards, which will occur stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity stock awards (i.e., the vesting of the most recently granted equity stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (ivC) reduction of other employee benefits paid or provided to Executive, which will occur shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made The Company shall appoint a nationally recognized accounting firm to Executive on make the same date of grant, determinations required hereunder and perform the foregoing calculations. The Company shall bear all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion expenses with respect to the ordering of payment reductionsdeterminations by such accounting firm required to be made hereunder. Unless The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing within fifteen (15) calendar days after the date on which right to a Payment is triggered (if requested at that time by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, Company or Executive) or such other person time as requested by the Company or entity to which the parties mutually agree (the “Firm”)Executive. For purposes of making the calculations required by this Section 9, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, Any good faith interpretations concerning the application of Sections 280G and 4999 determinations of the Code. The accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9Executive.