Common use of Mandatory Reduction of Payments in Certain Events Clause in Contracts

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 12(b) below). For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 9(b) below). For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first from the latest amounts to be paid and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, 5.6 could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to ExecutiveEmployee, a calculation shall be made comparing (i) the net after-tax benefit to Executive Employee of the Payment Payments after payment by Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 12(b) below). For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense (next highest ratio of Parachute Value to actual present value of such Payments as of the date of the “Accounting Firm”change in ownership or control” (as such term is used and defined in Section 280G of the Code), and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be binding upon the Company and Executive. As a result determined in accordance with Section 280G(d)(4) of the uncertainty in Code. For purposes of this Section 10, the application “Parachute Value” of Section 4999 a Payment means the present value as of the Code at the time date of the initial determination “change in ownership or control” of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant for purposes of determining whether and to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company Employer to or for the benefit of Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to ExecutiveEmployee, a calculation shall be made comparing (i) the net benefit to Executive Employee of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive Employee if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments Employee shall direct which Payments are to be modified or reduced first and then any other benefitsreduced. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company Employer and reasonably acceptable to the ExecutiveEmployee, at the CompanyEmployer’s expense (the “Accounting Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company Employer and ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive Employee was entitled to, but did not receive pursuant to this Section 2114.2.4, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Employee, but in no event later than the Executiveend of the year following the year in which Employee remits the Excise Tax. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 14.2.4 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”such benefits, payments or distributions are hereinafter referred to as "Payments") would would, if paid, be subject to the excise tax (the “"Excise Tax”") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense (next highest ratio of Parachute Value to actual present value of such Payments as of the “Accounting Firm”)date of the change in control transaction, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm (as defined in Section 12(b) below). For purposes of this Section 12, present value shall be binding upon the Company and Executive. As a result determined in accordance with Section 280G(d)(4) of the uncertainty in Code. For purposes of this Section 12, the application "Parachute Value" of Section 4999 a Payment means the present value as of the Code at the time date of the initial determination change in control transaction of the portion of such Payment that constitutes a "parachute payment" under Section 280G(b)(2) of the Code, as determined by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant for purposes of determining whether and to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. a. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to the Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax Tax. (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses Section 8(a) (i) and (ii) of the foregoing sentence above shall be made by an the Company's regular independent accounting firm selected by at the expense of the Company or, at the election and reasonably acceptable to expense of the Executive, at the Company’s expense another nationally recognized independent accounting firm (the “"Accounting Firm”), and the Accounting Firm ") which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. 9.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense (next highest ratio of Parachute Value to actual present value of such Payments as of the date of the “Accounting Firm”change in ownership or control” (as such term is used and defined in Section 280G of the Code), and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be binding upon the Company and Executive. As a result determined in accordance with Section 280G(d)(4) of the uncertainty in Code. For purposes of this Section 10, the application “Parachute Value” of Section 4999 a Payment means the present value as of the Code at the time date of the initial determination “change in ownership or control” of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant for purposes of determining whether and to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to ExecutiveEmployee, a calculation shall be made comparing (i) the net after-tax benefit to Executive Employee of the Payment Payments after payment by Employee of the Excise Tax Tax, to (ii) the net after- tax benefit to Executive Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company reducing Payments in the following order: (A) the cash Payment under Section 8(a)(ii) or 8(c)(ii), as the case may be; (B) cash Payments under Section 8(a)(iii) or 8(c)(iii), as the case may be; (C) the cash Payment under Section 8(a)(ix) or 8(c)(viii), as the case may be; and reasonably acceptable (D) then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to the Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. Anything (a) If any amount, entitlement or benefit paid or payable to Executive or provided for his benefit under this Agreement and under any other agreement, plan or program of the Company or any of its affiliates (such payments, entitlements and benefits referred to as a “Payment”) is subject to the excise tax imposed under Section 4999 of the Code or any similar federal or state law (an “Excise Tax”), then notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, in to the event it shall be determined extent that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) all Payments would be subject to the excise tax (the “imposition of an Excise Tax”) imposed by Section 4999 of , the Code, then, prior to the making of any Payment to Executive, a calculation Payments shall be made comparing reduced (ibut not below zero) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited and to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under that such reduction would result in Executive retaining a larger amount, on an after-tax basis (i) above is less than the amount calculated under (ii) abovetaking into account federal, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first state and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, local income taxes and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax Tax), than if Executive received all of the Payments (such reduced amount hereinafter referred to as the “UnderpaymentLimited Payment Amount”). In The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such eventPayments as of the date of the change in control, as determined by the Determination Firm (as defined in Section 8(b) below). For purposes of this Section 8, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 8, the Accounting Firm shall determine “Parachute Value” of a Payment means the amount present value as of the Underpayment date of the change in control of the portion of such Payment that has occurred and any such Underpayment shall be promptly paid constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Company Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. For purposes of this Section 8, a “change in control” means a change in the ownership or for the benefit effective control of the ExecutiveCompany or in the ownership of a substantial portion of the assets of the Company, as determined in accordance with Section 280G(b)(2) of the Code and the regulations promulgated thereunder.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding any other contrary provisions in any plan, program or policy of the Company, if all or any portion of the benefits payable under this Agreement, either alone or together with other payments and benefits which Executive receives or is entitled to receive from the Company, would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reduce Executive’s payments and benefits payable under this Agreement to the contrary notwithstanding, in the event it extent necessary so that no portion thereof shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, thenbut only if, prior to by reason of such reduction, the making net after-tax benefit shall exceed the net after-tax benefit if such reduction were not made. “Net after-tax benefit” for these purposes shall mean the sum of any Payment to Executive, a calculation shall be made comparing (i) the net benefit total amount payable to Executive of under the Payment after payment of the Excise Tax to Agreement, plus (ii) all other payments and benefits which Executive receives or is then entitled to receive from the net Company that, alone or in combination with the payments and benefits payable under the Agreement, would constitute a “parachute payment” within the meaning of Section 280G of the Code (each such benefit hereinafter referred to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the as an “Reduced AmountAdditional Parachute Payment”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, less (iii) the amount of federal income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based upon the rate in effect for such Excise Tax, and year as set forth in the calculation Code at the time of the amounts referred payment under the Agreement), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in clauses (i) and (ii) of the foregoing sentence shall be made above by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at Code. The parachute payments reduced shall be those that provide Executive the time best economic benefit and to the extent any parachute payments are economically equivalent with each other, each shall be reduced pro rata; provided, however, that Executive may elect to have the non-cash payments and benefits due Executive reduced (or eliminated) prior to any reduction of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to cash payments due under this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveAgreement.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Holding Company and/or the Bank to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 9(b) below). For purposes of this Section 9, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 9, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything 4.1 Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company or the Bank to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the ExecutiveCompany, at the Company’s expense Bank and Executive (the “Accounting Determination Firm”). For purposes of this Section 4.1, and present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Accounting Firm shall provide detailed supporting calculationsCode. Any determination For purposes of this Section 4, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2120, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm as soon as administratively practicable shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.. The parties are signing this Agreement as of the date stated in the introductory clause. PRG-SXXXXXX INTERNATIONAL, INC. By: /s/ Vxxxxx X. Xxxxxx Name: Vxxxxx X. Xxxxxx Title: Senior Vice President & General Counsel /s/ Jxxxx X. XxXxxxx Jxxxx X. XxXxxxx

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Holding Company or the Bank to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code , (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payment Payments after payment by the Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the ExecutiveHolding Company, at the Company’s expense Bank and Executive (the “Accounting Determination Firm”). For purposes of this Section 9, and present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Accounting Firm shall provide detailed supporting calculationsCode. Any determination For purposes of this Section 9, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Holding Company or the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, (the “Excise Tax”), then, prior to the making of any Payment Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payment Payments after payment by the Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to the Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the ExecutiveHolding Company, at the Company’s expense Bank, and the Executive (the “Accounting Determination Firm”). For purposes of this Section 9, and present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Accounting Firm shall provide detailed supporting calculationsCode. Any determination For purposes of this Section 9, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “"Excise Tax”") imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s 's expense (the “"Accounting Firm”"), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this - 7 - Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 12(b) below). For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Holding Company or the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, (the “Excise Tax”), then, prior to the making of any Payment Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payment Payments after payment by the Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to the Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the ExecutiveHolding Company, at the Company’s expense Bank and the Executive (the “Accounting Determination Firm”). For purposes of this Section 9, and present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Accounting Firm shall provide detailed supporting calculationsCode. Any determination For purposes of this Section 9, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything 4.1 Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any benefit, payment or distribution by the Company Company, the Bank or the acquirer in a Change in Control, or any of their respective successors or affiliates, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the ExecutiveCompany, at the Company’s expense Bank and Executive (the “Accounting Determination Firm”). For purposes of this Section 4.1, and present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Accounting Firm shall provide detailed supporting calculationsCode. Any determination For purposes of this Section 4, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). The determination For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Employer and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to Employer and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Accounting Determination Firm shall be binding upon the Company Employer and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect. In the event the provisions of Code Section 280G or 4999 are modified, this Section 10 shall be modified accordingly.