Common use of Parachute Payments Clause in Contracts

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors") that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based award vesting) (collectively, a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code (the "Parachute Tax"), then the Employer shall pay to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, an additional payment (a "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the calculations required by this Agreement, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by the Executive (and any filing made by a consolidated tax group which includes the Employer) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the Employer, provide to the Employer true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the Employer, evidencing such payment. If, after the Employer's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights under this Section 6 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer Company and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors") that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based award RSU vesting) (collectively, a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code (the "Parachute Tax"), then the Employer Company shall pay to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, an additional payment (a "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the calculations required by this Agreement, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by the Executive (and any filing made by a consolidated tax group which includes the EmployerCompany) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the EmployerCompany, provide to the Employer Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the EmployerCompany, evidencing such payment. If, after the EmployerCompany's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer Company the amount of any such reduction, or the Employer Company shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer Company that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer Company and (ii) the Employer Company shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights under this Section 6 8 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.

Parachute Payments. (a) If Notwithstanding anything in this Agreement to the contrary, if it is determined by a nationally recognized United States public the Company's independent accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors"“Accountants”) that any payment or benefit the aggregate amount of the payments and benefits made or provided to the Executive in connection with under this Agreement or otherwise (including without limitation any Stock Option or other equity based award vestingthe “Payments”) (collectively, would constitute a "Payment"“parachute payment” as defined in Code Section 280G(b)(2), the Executive shall receive the Payments unless the (a) after-tax amount that would be subject to the excise tax imposed by Section 4999 of the Code (the "Parachute Tax"), then the Employer shall pay to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, an additional payment (a "Gross-Up Payment") in an amount such that, after payment retained by the Executive of (after taking into account all federal, state and local income taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, payable by the Executive retains an amount of and the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Grossexcise taxes payable by the Executive under Code Section 4999 that would be payable by the Executive (the “Parachute Tax”) if the Executive were to receive the Payments has a lesser aggregate value than (b) the after-Up Payment tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive) if the Executive were to receive the Payments reduced to the largest amount as would result in no portion of the total payments being subject to Excise Taxes (the “Reduced Payments”), in which case the Executive shall be determined by entitled only to the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. Reduced Payments. (b) For purposes of making the calculations required by this Agreement, the Auditors Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999, provided that the Auditors' Accountant’s determinations must be made with substantial authority (within the meaning of Code Section 6662 6662). Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing by the Accountants. The Accountants shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the Code)receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. All fees and expenses of the Accounting Firm shall be borne solely by the Company. (bc) If the Executive is to receive Reduced Payments, the Payments payable will be reduced or eliminated in the following order: (1) cash payments, (2) taxable benefits, (3) nontaxable benefits and (4) accelerated vesting of equity awards. (d) The federal tax returns filed by the Executive (and any filing made by a consolidated tax group which includes the EmployerCompany) shall be prepared and filed on a basis consistent with the determination of the Auditors Accountants with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the EmployerCompany, provide to the Employer Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the EmployerCompany, evidencing such payment. If, after the Employer's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights under this Section 6 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.

Parachute Payments. In the event that (ai) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors") that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other equity based award vestingbenefit payable to Executive shall constitute a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”) (collectively, a "Payment"), would and be subject to the excise tax imposed by Code Section 4999 of the Code (the "Parachute “Excise Tax"”), then and (ii) if the Employer shall pay payments to Executive were reduced to the minimum extent necessary so that such payments did not constitute Parachute Payments, the net benefits retained by Executive after the deduction of any federal, state or local income taxes would be greater than the net benefits retained by Executive if there was no such reduction after the deduction of Excise Tax and any federal, state or local income taxes, then such payments shall be so reduced. Such reduction shall be accomplished in any manner deemed appropriate by Employer after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, prior if any, shall be taken into account in determining the total amount of Parachute Payments received by Executive so that the amount of Parachute Payments that are attributable to provisions of this Agreement is maximized; and (2) Executive shall be deemed to pay federal, state and local income taxes at the time highest marginal rate of taxation for Executive’s taxable year in which the Parachute Payments are includable in Executive’s income for purposes of federal, state and local income taxation. The determination of whether the Excise Tax is payable with respect to such Paymentpayable, an additional payment (a "Gross-Up Payment") in an amount such that, after payment by and the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Grossreduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-Up Payment tax benefits to Executive, shall be determined made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Employer and Executive, such approval not to be unreasonably withheld (the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position“Accounting Firm”). For purposes of making the calculations required by this AgreementSection 11(a), to the Auditors may make extent not otherwise specified herein, reasonable assumptions and approximations concerning may be made with respect to applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' determinations must Code may be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by the Executive (relied upon. Employer and any filing made by a consolidated tax group which includes the Employer) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, furnish such information and at the request of the Employer, provide to the Employer true and correct copies (with any amendments) of his federal income tax return documents as filed with the Internal Revenue Service, and such other documents may be reasonably requested by the Employer, evidencing such payment. If, after the Employer's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination performance of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights calculations under this Section 6 11(a). Employer shall survive bear all costs incurred in connection with the termination performance of his employment for any reason and the termination or expiration of calculations contemplated by this Agreement for any reasonSection 11(a).

Parachute Payments. In the event that (ai) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors") that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other equity based award vestingbenefit payable to Executive shall constitute a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”) (collectively, a "Payment"), would and be subject to the excise tax imposed by Code Section 4999 of the Code (the "Parachute “Excise Tax"”), then and (ii) if the Employer shall pay payments to Executive were reduced to the minimum extent necessary so that such payments did not constitute Parachute Payments, the net benefits retained by Executive after the deduction of any federal, state or local income taxes would be greater than the net benefits retained by Executive if there was no such reduction after the deduction of Excise Tax and any federal, state or local income taxes, then such payments shall be so reduced. Such reduction shall be accomplished in any manner deemed appropriate by Playa Resorts after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, prior if any, shall be taken into account in determining the total amount of Parachute Payments received by Executive so that the amount of Parachute Payments that are attributable to provisions of this Agreement is maximized; and (2) Executive shall be deemed to pay federal, state and local income taxes at the time highest marginal rate of taxation for Executive’s taxable year in which the Parachute Payments are includable in Executive’s income for purposes of federal, state and local income taxation. The determination of whether the Excise Tax is payable with respect to such Paymentpayable, an additional payment (a "Gross-Up Payment") in an amount such that, after payment by and the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Grossreduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-Up Payment tax benefits to Executive, shall be determined made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Resorts and Executive, such approval not to be unreasonably withheld (the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position“Accounting Firm”). For purposes of making the calculations required by this AgreementSection 11(a), to the Auditors may make extent not otherwise specified herein, reasonable assumptions and approximations concerning may be made with respect to applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' determinations must Code may be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by the Executive (relied upon. Playa Resorts and any filing made by a consolidated tax group which includes the Employer) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, furnish such information and at the request of the Employer, provide to the Employer true and correct copies (with any amendments) of his federal income tax return documents as filed with the Internal Revenue Service, and such other documents may be reasonably requested by the Employer, evidencing such payment. If, after the Employer's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination performance of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights calculations under this Section 6 11(a). Playa Resorts shall survive bear all costs incurred in connection with the termination performance of his employment for any reason and the termination or expiration of calculations contemplated by this Agreement for any reasonSection 11(a).

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "“Auditors"”) that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based award vesting) (collectively, a "“Payment"”), would be subject to the excise tax imposed by Section 4999 of the Code (the "“Parachute Tax"”), then the Employer shall pay to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, an additional payment (a "“Gross-Up Payment"”) in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the calculations required by this Agreement, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' ’ determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by the Executive (and any filing made by a consolidated tax group which includes the Employer) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the Employer, provide to the Employer true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the Employer, evidencing such payment. If, after the Employer's ’s payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's ’s determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's ’s determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's ’s rights under this Section 6 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors"as hereafter provided) that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based award vesting) (collectively, a "Payment"), would be subject to the excise tax imposed by Code Section 4999 to which Executive would not have been subject but for any payment (collectively a "Payment") occurring pursuant to the terms of the Code this Agreement or otherwise upon a Change in Control (the a "Parachute Tax"), then the Employer Executive shall pay be entitled to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, receive an additional payment or payments (a "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The . (b) Subject to the provisions of Section 5(a) hereof, all determinations required to be made under this Section 5, including whether a Parachute Tax is payable by Executive and the amount of any such Parachute Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be determined made by the Auditors, subject nationally recognized firm of certified public accountants (the "Accounting Firm") selected by the Audit Committee of the Board in existence immediately prior to adjustment, as necessary, as a result of any Internal Revenue Service positionthe Change in Control. For purposes of making the calculations required by this AgreementSection, the Auditors Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' Accounting Firm's determinations must be made with substantial authority (within the meaning of Section 6662 of the Code) and provided, however, that Executive shall be assumed to pay federal, state and local income taxes at the highest marginal bracket. The Accounting Firm shall be directed by the Company or Executive to submit its preliminary determination and detailed supporting calculations to both the Company and Executive within 15 calendar days after the determination date, if applicable, and any other such time or times as may be requested by the Company or Executive. If the Accounting Firm determines that any Parachute Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. If the Accounting Firm determines that no Parachute Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Parachute Tax on his federal tax return. Any good faith determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company's obligation to provide any Gross-Up Payments that shall be due as a result of such contrary determination. As a result of the uncertainty in the application of Code Section 4999 at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 5(f) hereof and Executive thereafter is required to make a payment of any Parachute Tax, Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. (bc) The federal Company and Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 5(b) hereof. (d) The Federal tax returns filed by the Executive (and or any filing made by a consolidated tax group which includes the EmployerCompany) shall be prepared and filed on a basis consistent with the determination of the Auditors Accounting Firm with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the EmployerCompany, provide to the Employer Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the EmployerCompany, evidencing such payment. If, after the Employer's payment If prior to the Executive filing of the Gross-Up PaymentExecutive's federal income tax return, the Auditors determine Accounting Firm determines in good faith that the amount of the Gross-Up Payment should be reduced or increasedreduced, or Executive shall within five business days pay to the Company the amount of such determination is made reduction. (e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Sections 5(b) and (d) hereof shall be borne by the Company. If such fees and expenses are initially advanced by Executive, the Company shall reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof. (f) In the event that the Internal Revenue ServiceService claims that any payment or benefit received under this Agreement constitutes an "excess parachute payment" within the meaning of Code Section 280G(b)(1), then within ten (10) Executive shall notify the Company in writing of such claim. Such notification shall be given as soon as practicable but not later than 10 business days after Executive is informed in writing of such determination, claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the Employer expiration of the amount of any 30 day period following the date on which Executive gives such reduction, or the Employer shall pay notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the amount expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such increaseclaim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to Executive; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in no event connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for and against any Parachute Tax or income tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. (g) The Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive have to pay the tax claimed and sue for a refund or contest the claim in any permissible manner xnd Executive agrees to prosecute such refund obligation if it is determined by the Employer that contest to do so would be a violation determination before any administrative tribunal, in a court of the Xxxxxxxx-Xxxxx Act of 2002initial jurisdiction and in one or more appellate courts, as it may be amended the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such paxxxnt to Executive on an interest-free basis, and shall indemnify and hold Executive harmless, on an after tax basis, from time any Parachute Tax (or other tax including interest and penalties with respect thereto) imposed with respect to timesuch advance or with respect to any imputed income with respect to such advance; and provided, further, that if Executive is required to extend the statue of limitations to enable the Company to contest such claim, Executive has prior thereto paid may limit this extension solely to such amounts to contested amount. The Company's control of the Internal Revenue Service, such refund contest shall be due only limited to issues with respect to which a corporate deduction would be disallowed pursuant to Code Section 280G and Executive shall be entitled to settle or contest, as the extent that a refund of such amount is received by the Executive; and providedcase may be, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination of the Parachute Tax or any challenge issue raised by the Internal Revenue Service or any other taxing authority relating authority. In addition, no position may be taken nor any final resolution be agreed to such determination shall be paid by the Employer and Company without Executive's consent if such position or resolution could reasonably be expected to adversely affect Executive unrelated to matters covered hereto. (iih) If, after the Employer shall indemnify and hold receipt by Executive of an amount advanced by the Executive harmless on an after-tax basis for any interest and penalties imposed upon Company in connection with the Executive to the extent that such interest and penalties are related to the Auditor's determination contest of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything claim, Executive receives any refund with respect to such claim, Executive shall promptly pay to the contrary hereinCompany the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto); provided, however, if the amount of that refund exceeds the amount advanced by the Company Executive may retain such excess. If, after the receipt by Executive of an amount advanced by the Company in connection with a Parachute Tax claim, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest the denial of such refund prior to the expiration of 30 days after such determination such advance shall be deemed to be in consideration for services rendered after the Executive's rights under this Section 6 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reasonemployment.

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer Company and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "“Auditors"”) that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based compensation award vesting) (collectively, a "“Payment"”), would be subject to the excise tax imposed by Section 4999 of the Code (the "“Parachute Tax"”), then the Employer Company shall pay to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, an additional payment (a "“Gross-Up Payment"”) in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the calculations required by this Agreement, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' ’ determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). To the extent that the Company obtains a written opinion from the Auditors with respect to Parachute Tax issues, the Company shall direct the Auditors to extend such opinion to the Executive (to the extent that such extension is permitted by the Auditors); provided, that in no event shall the Company be required to obtain such an opinion. (b) The federal tax returns filed by the Executive (and any filing made by a consolidated tax group which includes the EmployerCompany) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute TaxTax based on such determination, and at the request of the EmployerCompany, provide to the Employer Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the EmployerCompany, evidencing such payment, provided that any information unrelated to the Parachute Tax may be deleted from the copies of the returns and documents delivered to the Company. If, after the Employer's Company’s payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such a determination is made by the Internal Revenue ServiceService that would make the prior Gross-Up Payment amount not accurate, then within ten (10) business days of such determination, the Executive shall pay to the Employer Company the amount of any such reduction, or the Employer Company shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer Company that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's ’s determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer Company, and (ii) the Employer Company shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's Auditors’ determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's ’s rights under this Section 6 8 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer Company and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "“Auditors"”) that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based compensation award vesting) (collectively, a "“Payment"”), would be subject to the excise tax imposed by Section 4999 of the Code (the "“Parachute Tax"”), then the Employer Company shall pay to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, an additional payment (a "“Gross-Up Payment"”) in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the calculations required by this Agreement, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' ’ determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). To the extent that the Company obtains a written opinion from the Auditors with respect to Parachute Tax issues, the Company shall direct the Auditors to extend such opinion to the Executive (to the extent that such extension is permitted by the Auditors); provided, that in no event shall the Company be required to obtain such an opinion. The applicable portion of the Gross-Up Payment with respect to any Payment, if any, must be paid to the Executive no later than the end of the year after the year in which the Executive pays the Parachute Tax applicable to such Payment. (b) The federal tax returns filed by the Executive (and any filing made by a consolidated tax group which includes the EmployerCompany) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute TaxTax based on such determination, and at the request of the EmployerCompany, provide to the Employer Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the EmployerCompany, evidencing such payment, provided that any information unrelated to the Parachute Tax may be deleted from the copies of the returns and documents delivered to the Company. If, after the Employer's Company’s payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such a determination is made by the Internal Revenue ServiceService that would make the prior Gross-Up Payment amount not accurate, then within ten (10) business days of such determination, the Executive shall pay to the Employer Company the amount of any such reduction, or the Employer Company shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer Company that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's ’s determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer Company, and (ii) the Employer Company shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's Auditors’ determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's ’s rights under this Section 6 8 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved Notwithstanding anything in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors") that any payment or benefit made or provided this Agreement to the Executive in connection with contrary, if any payments or benefits received or to be received by Officer under this Section 6(c), this Agreement or otherwise any other plan, arrangement or agreement (including without limitation any Stock Option or other equity based award vestingall such payments referred to herein as “Parachute Payments”) (collectivelyconstitute “parachute payments” within the meaning of Code Section 280G and would, a "Payment")but for this Section, would be subject to the excise tax imposed by under Code Section 4999 of the Code (the "Parachute “Excise Tax"”), then prior to making the Employer Parachute Payments, a calculation shall pay be made comparing (x) the Net Benefit (defined below) to Officer of the Parachute Payments after payment of the Excise Tax to (y) the Net Benefit to Officer if the Parachute Payments are limited to the Executive, prior extent necessary to avoid being subject to the time Excise Tax. Only if the amount calculated under (x) above is less than the amount under (y) above will the Parachute Tax Payments be reduced to the minimum extent necessary to ensure that no portion of the Parachute Payments is payable with respect subject to such Paymentthe Excise Tax. “Net Benefit” shall mean the present value of the Parachute Payments net of all federal, an additional payment (state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 6(c) shall be made in a "Gross-Up Payment") in an amount such that, after payment manner determined solely by the Executive of all taxes (including any Parachute Tax) imposed upon Bank that is consistent with the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up Payment requirements under Section 409A. All calculations and determinations under this Section shall be determined made by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service positionan independent accounting firm or independent tax counsel appointed by Bank (“Tax Counsel”) whose determinations shall be conclusive and binding on Company and Officer for these purposes. For purposes of making the calculations and determinations required by this AgreementSection 6(c), the Auditors may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Code Sections 280G and 4999 of 4999. Bank and Officer shall furnish to Tax Counsel with such information and documents as Tax Counsel may reasonably request in order to make its determinations under this Section. Bank shall bear all costs the Code, provided that the Auditors' determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by the Executive (and any filing made by a consolidated tax group which includes the Employer) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the Employer, provide to the Employer true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents Counsel may reasonably requested by the Employer, evidencing such payment. If, after the Employer's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered incur in connection with the Auditor's determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights under this Section 6 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reasonits services.

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors") that any payment or benefit made received or provided to the be received by Executive in connection pursuant to this Agreement, Company’s equity agreements with this Agreement Executive or otherwise (including without limitation any Stock Option or other equity based award vesting“Payments”) would (collectivelyi) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, a "Payment")as amended (the “Code”) and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (the "Parachute “Excise Tax"”), then the Employer such Payments shall pay be either (A) provided in full or (B) provided at such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, prior on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the time Excise Tax. Unless the Parachute Tax is payable with respect to such PaymentCompany and Executive otherwise agree in writing, an additional payment (a "Gross-Up Payment") in an amount such that, after payment any determination required under this Section shall be made by independent tax counsel designated by the Company and reasonably acceptable to Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute “Independent Tax imposed upon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service positionCounsel”). For purposes of making the calculations required by under this AgreementSection, the Auditors Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, ; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the Auditors' determinations must highest marginal rate. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. If Payments are to be made with substantial authority (within reduced to the meaning of Section 6662 of Reduced Amount pursuant to this Section, such Payments shall be reduced in the Code). (b) The federal tax returns filed by order that would provide the Executive (and any filing made by a consolidated tax group which includes the Employer) shall be prepared and filed on a basis consistent with the determination largest amount of the Auditors after- tax proceeds (with respect such order, to the Parachute Tax payable extent permitted by Code Sections 280G and 409A designated by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the Employer, provide to the Employer true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the Employer, evidencing such payment. If, after the Employer's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is otherwise determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination of the Parachute Independent Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights under this Section 6 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reasonCounsel).

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer Company and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors") that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based compensation award vesting) (collectively, a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code (the "Parachute Tax"), then the Employer Company shall pay to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, an additional payment (a "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the calculations required by this Agreement, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). To the extent that the Company obtains a written opinion from the Auditors with respect to Parachute Tax issues, the Company shall direct the Auditors to extend such opinion to the Executive (to the extent that such extension is permitted by the Auditors); provided, that in no event shall the Company be required to obtain such an opinion. (b) The federal tax returns filed by the Executive (and any filing made by a consolidated tax group which includes the EmployerCompany) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute TaxTax based on such determination, and at the request of the EmployerCompany, provide to the Employer Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the EmployerCompany, evidencing such payment, provided that any information unrelated to the Parachute Tax may be deleted from the copies of the returns and documents delivered to the Company. If, after the EmployerCompany's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such a determination is made by the Internal Revenue ServiceService that would make the prior Gross-Up Payment amount not accurate, then within ten (10) business days of such determination, the Executive shall pay to the Employer Company the amount of any such reduction, or the Employer Company shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer Company that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer Company and (ii) the Employer Company shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's Auditors' determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights under this Section 6 8 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors"as hereafter provided) that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based award vesting) (collectively, a "Payment"), would be subject to the excise tax imposed by Code Section 4999 to which Executive would not have been subject but for any payment or Option vesting (collectively a "Payment") occurring pursuant to the terms of the Code this Agreement or otherwise upon a Change in Control (the a "Parachute Tax"), then the Employer Executive shall pay be entitled to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, receive an additional payment or payments (a "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The . (b) Subject to the provisions of Section 5(a) hereof, all determinations required to be made under this Section 5, including whether a Parachute Tax is payable by Executive and the amount of any such Parachute Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be determined made by the Auditorsnationally recognized firm of certified public accountants (the "Accounting Firm") used by the Company prior to the Change in Control (or, subject if such Accounting Firm declines to adjustmentserve, as necessary, as the Accounting Firm shall be a result nationally recognized firm of any Internal Revenue Service positioncertified public accountants selected by the Company). For purposes of making the calculations required by this AgreementSection, the Auditors Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' Accounting Firm's determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). The Accounting Firm shall be directed by the Company or Executive to submit its preliminary determination and detailed supporting calculations to both the Company and Executive within 15 calendar days after the determination date, if applicable, and any other such time or times as may be requested by the Company or Executive. If the Accounting Firm determines that any Parachute Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. If the Accounting Firm determines that no Parachute Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Parachute Tax on his federal tax return. Any good faith determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company's obligation to provide any Gross-Up Payments that shall be due as a result of such contrary determination. As a result of the uncertainty in the application of Code Section 4999 at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to (c) The Company and Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 5(b) hereof. (bd) The federal tax returns filed by the Executive (and or any filing made by a consolidated tax group which includes the EmployerCompany) shall be prepared and filed on a basis consistent with the determination of the Auditors Accounting Firm with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the EmployerCompany, provide to the Employer Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the EmployerCompany, evidencing such payment. If, after the Employer's payment If prior to the Executive filing of the Gross-Up PaymentExecutive's federal income tax return, the Auditors determine Accounting Firm determines in good faith that the amount of the Gross-Up Payment should be reduced or increasedreduced, or such determination is made by the Internal Revenue Service, then Executive shall within ten (10) five business days of such determination, the Executive shall pay to the Employer Company the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that . (ie) the The fees and expenses of the Auditors (and any other legal and accounting fees) incurred Accounting Firm for its services rendered in connection with the Auditor's determination determinations and calculations contemplated by Sections 5(b) and (d) hereof shall be borne by the Company. If such fees and expenses are initially advanced by Executive, the Company shall reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof. (f) In the Parachute Tax or any challenge by event that the Internal Revenue Service claims that any payment or other taxing authority benefit received under this Agreement constitutes an "excess parachute payment" within the meaning of Code Section 280G(b)(1), Executive shall notify the Company in writing of such claim. Such notification shall be given as soon as practicable but not later than 10 business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30 day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such determination shall be paid by the Employer and claim; (ii) take such action in connection with contesting such claim as the Employer Company shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive reasonably request in writing from time to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary hereintime, the Executive's rights under this Section 6 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.including without limitation, accepting legal

Parachute Payments. In the event that (ai) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors") that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other equity based award vestingbenefit payable to Executive shall constitute a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”) (collectively, a "Payment"), would and be subject to the excise tax imposed by Code Section 4999 of the Code (the "Parachute “Excise Tax"”), then and (ii) if the Employer shall pay payments to Executive were reduced to the minimum extent necessary so that such payments did not constitute Parachute Payments, the net benefits retained by Executive after the deduction of any federal, state or local income taxes would be greater than the net benefits retained by Executive if there was no such reduction after the deduction of Excise Tax and any federal, state or local income taxes, then such payments shall be so reduced. Such reduction shall be accomplished in any manner deemed appropriate by Flora Growth after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, prior if any, shall be taken into account in determining the total amount of Parachute Payments received by Executive so that the amount of Parachute Payments that are attributable to provisions of this Agreement is maximized; and (2) Executive shall be deemed to pay federal, state and local income taxes at the time highest marginal rate of taxation for Executive’s taxable year in which the Parachute Payments are includable in Executive’s income for purposes of federal, state and local income taxation. The determination of whether the Excise Tax is payable with respect to such Paymentpayable, an additional payment (a "Gross-Up Payment") in an amount such that, after payment by and the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Grossreduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-Up Payment tax benefits to Executive, shall be determined made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Flora Growth and Executive, such approval not to be unreasonably withheld (the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position“Accounting Firm”). For purposes of making the calculations required by this AgreementSection 11(a), to the Auditors may make extent not otherwise specified herein, reasonable assumptions and approximations concerning may be made with respect to applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' determinations must Code may be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by the Executive (relied upon. Flora Growth and any filing made by a consolidated tax group which includes the Employer) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, furnish such information and at the request of the Employer, provide to the Employer true and correct copies (with any amendments) of his federal income tax return documents as filed with the Internal Revenue Service, and such other documents may be reasonably requested by the Employer, evidencing such payment. If, after the Employer's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination performance of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights calculations under this Section 6 11(a). Flora Growth shall survive bear all costs incurred in connection with the termination performance of his employment for any reason and the termination or expiration of calculations contemplated by this Agreement for any reasonSection 11(a).

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors"as hereafter provided) that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based award vesting) (collectively, a "Payment"), would be subject to the excise tax imposed by Code Section 4999 to which Executive would not have been subject but for any payment (collectively a "Payment") occurring pursuant to the terms of the Code this Agreement or otherwise upon a Change in Control (the a "Parachute Tax"), then the Employer Executive shall pay be entitled to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, receive an additional payment or payments (a "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The . (b) Subject to the provisions of Section 5(a) hereof, all determinations required to be made under this Section 5, including whether a Parachute Tax is payable by Executive and the amount of any such Parachute Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be determined made by the Auditors, subject nationally recognized firm of certified public accountants (the "Accounting Firm") selected by the Audit Committee of the Board in existence immediately prior to adjustment, as necessary, as a result of any Internal Revenue Service positionthe Change in Control. For purposes of making the calculations required by this AgreementSection, the Auditors Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' Accounting Firm's determinations must be made with substantial authority (within the meaning of Section 6662 of the Code) and provided, however, that Executive shall be assumed to pay federal, state and local income taxes at the highest marginal bracket. The Accounting Firm shall be directed by the Company or Executive to submit its preliminary determination and detailed supporting calculations to both the Company and Executive within 15 calendar days after the determination date, if applicable, and any other such time or times as may be requested by the Company or Executive. If the Accounting Firm determines that any Parachute Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. If the Accounting Firm determines that no Parachute Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Parachute Tax on his federal tax return. Any good faith determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company's obligation to provide any Gross-Up Payments that shall be due as a result of such contrary determination. As a result of the uncertainty in the application of Code Section 4999 at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 5(f) hereof and Executive thereafter is required to make a payment of any Parachute Tax, Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. (bc) The federal Company and Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 5(b) hereof. (d) The Federal tax returns filed by the Executive (and or any filing made by a consolidated tax group which includes the EmployerCompany) shall be prepared and filed on a basis consistent with the determination of the Auditors Accounting Firm with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the EmployerCompany, provide to the Employer Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the EmployerCompany, evidencing such payment. If, after the Employer's payment If prior to the Executive filing of the Gross-Up PaymentExecutive's federal income tax return, the Auditors determine Accounting Firm determines in good faith that the amount of the Gross-Up Payment should be reduced or increasedreduced, or such determination is made by the Internal Revenue Service, then Executive shall within ten (10) five business days of such determination, the Executive shall pay to the Employer Company the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that . (ie) the The fees and expenses of the Auditors (and any other legal and accounting fees) incurred Accounting Firm for its services rendered in connection with the Auditor's determination determinations and calculations contemplated by Sections 5(b) and (d) hereof shall be borne by the Company. If such fees and expenses are initially advanced by Executive, the Company shall reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof. (f) In the Parachute Tax or any challenge by event that the Internal Revenue Service claims that any payment or other taxing authority benefit received under this Agreement constitutes an "excess parachute payment" within the meaning of Code Section 280G(b)(1), Executive shall notify the Company in writing of such claim. Such notification shall be given as soon as practicable but not later than 10 business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30 day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights under this Section 6 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.claim;

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors"as hereafter provided) that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based award vesting) (collectively, a "Payment"), would be subject to the excise tax imposed by Code Section 4999 to which Executive would not have been subject but for any payment or stock option or restricted stock vesting (collectively a "Payment") occurring pursuant to the terms of the Code this Agreement or otherwise upon a Change in Control (the a "Parachute Tax"), then the Employer Executive shall pay be entitled to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, receive an additional payment or payments (a "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The . (b) Subject to the provisions of Section 4(a) hereof, all determinations required to be made under this Section 4, including whether a Parachute Tax is payable by Executive and the amount of any such Parachute Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be determined made by the Auditorsnationally recognized firm of certified public accountants (the "Accounting Firm") used by the Company prior to the Change in Control (or, subject if such Accounting Firm declines to adjustmentserve, as necessary, as the Accounting Firm shall be a result nationally recognized firm of any Internal Revenue Service positioncertified public accountants selected by the Company). For purposes of making the calculations required by this AgreementSection, the Auditors Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' Accounting Firm's determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). The Accounting Firm shall be directed by the Company or Executive to submit its preliminary determination and detailed supporting calculations to both the Company and Executive within 15 calendar days after the determination date, if applicable, and any other such time or times as may be requested by the Company or Executive. If the Accounting Firm determines that any Parachute Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. If the Accounting Firm determines that no Parachute Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Parachute Tax on his federal tax return. Any good faith determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company's obligation to provide any Gross-Up Payments that shall be due as a result of such contrary determination. As a result of the uncertainty in the application of Code Section 4999 at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 4(f) hereof and Executive thereafter is required to make a payment of any Parachute Tax, Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. (bc) The Company and Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 4(b) hereof. (d) The federal tax returns filed by the Executive (and or any filing made by a consolidated tax group which includes the EmployerCompany) shall be prepared and filed on a basis consistent with the determination of the Auditors Accounting Firm with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the EmployerCompany, provide to the Employer Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the EmployerCompany, evidencing such payment. If, after the Employer's payment If prior to the Executive filing of the Gross-Up PaymentExecutive's federal income tax return, the Auditors determine Accounting Firm determines in good faith that the amount of the Gross-Up Payment should be reduced or increasedreduced, or Executive shall within five business days pay to the Company the amount of such determination is made reduction. (e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Sections 4(b) and (d) hereof shall be borne by the Company. If such fees and expenses are initially advanced by Executive, the Company shall reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof. (f) In the event that the Internal Revenue ServiceService claims that any payment or benefit received under this Agreement constitutes an "excess parachute payment" within the meaning of Code Section 280G(b)(1), then within ten (10) Executive shall notify the Company in writing of such claim. Such notification shall be given as soon as practicable but not later than 10 business days after Executive is informed in writing of such determination, claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the Employer expiration of the amount of any 30 day period following the date on which Executive gives such reduction, or the Employer shall pay notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the amount expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such increaseclaim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to Executive; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in no event connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for and against for any Parachute Tax or income tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. (g) The Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive have to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner and Executive agrees to prosecute such refund obligation if it is determined by the Employer that contest to do so would be a violation determination before any administrative tribunal, in a court of the Xxxxxxxx-Xxxxx Act of 2002initial jurisdiction and in one or more appellate courts, as it may be amended the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis, and shall indemnify and hold Executive harmless, on an after tax basis, from time any Parachute Tax (or other tax including interest and penalties with respect thereto) imposed with respect to timesuch advance or with respect to any imputed income with respect to such advance; and provided, further, that if Executive is required to extend the statue of limitations to enable the Company to contest such claim, Executive has prior thereto paid may limit this extension solely to such amounts to contested amount. The Company's control of the Internal Revenue Service, such refund contest shall be due only limited to issues with respect to which a corporate deduction would be disallowed pursuant to Code Section 280G and Executive shall be entitled to settle or contest, as the extent that a refund of such amount is received by the Executive; and providedcase may be, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination of the Parachute Tax or any challenge issue raised by the Internal Revenue Service or any other taxing authority relating authority. In addition, no position may be taken nor any final resolution be agreed to such determination shall be paid by the Employer and Company without Executive's consent if such position or resolution could reasonably be expected to adversely affect Executive unrelated to matters covered hereto. (iih) If, after the Employer shall indemnify and hold receipt by Executive of an amount advanced by the Executive harmless on an after-tax basis for any interest and penalties imposed upon Company in connection with the Executive to the extent that such interest and penalties are related to the Auditor's determination contest of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything claim, Executive receives any refund with respect to such claim, Executive shall promptly pay to the contrary hereinCompany the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto); provided, however, if the Executive's rights under this Section 6 amount of that refund exceeds the amount advanced by the Company Executive may retain such excess. If, after the receipt by Executive of an amount advanced by the Company in connection with a Parachute Tax claim, a determination is made that Executive shall survive the termination of his employment for not be entitled to any reason refund with respect to such claim and the termination or Company does not notify Executive in writing of its intent to contest the denial of such refund prior to the expiration of this Agreement 30 days after such determination such advance shall be deemed to be in consideration for any reason.services rendered after the Date of Termination

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors") that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based award vesting) (collectively, a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code (the "Parachute Tax"), then the Employer shall pay to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, an additional payment (a "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the calculations required by this Agreement, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by the Executive (and any filing made by a consolidated tax group which includes the Employer) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the Employer, provide to the Employer true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the Employer, evidencing such payment. If, after the Employer's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, as it may be amended from time to time; and providedxxx xxxxxxxx, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights under this Section 6 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors"as hereafter provided) that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based award vesting) (collectively, a "Payment"), would be subject to the excise tax imposed by Code Section 4999 to which Executive would not have been subject but for any payment or stock option or restricted stock vesting (collectively a "Payment") occurring pursuant to the terms of the Code this Agreement or otherwise upon a Change in Control (the a "Parachute Tax"), then the Employer Executive shall pay be entitled to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, receive an additional payment or payments (a "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The . (b) Subject to the provisions of Section 4(a) hereof, all determinations required to be made under this Section 4, including whether a Parachute Tax is payable by Executive and the amount of any such Parachute Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be determined made by the Auditorsnationally recognized firm of certified public accountants (the "Accounting Firm") used by the Company prior to the Change in Control (or, subject if such Accounting Firm declines to adjustmentserve, as necessary, as the Accounting Firm shall be a result nationally recognized firm of any Internal Revenue Service positioncertified public accountants selected by the Company). For purposes of making the calculations required by this AgreementSection, the Auditors Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' Accounting Firm's determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). The Accounting Firm shall be directed by the Company or Executive to submit its preliminary determination and detailed supporting calculations to both the Company and Executive within 15 calendar days after the determination date, if applicable, and any other such time or times as may be requested by the Company or Executive. If the Accounting Firm determines that any Parachute Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. If the Accounting Firm determines that no Parachute Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Parachute Tax on his federal tax return. Any good faith determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company's obligation to provide any Gross-Up Payments that shall be due as a result of such contrary determination. As a result of the uncertainty in the application of Code Section 4999 at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 4(f) hereof and Executive thereafter is required to make a payment of any Parachute Tax, Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. (bc) The Company and Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 4(b) hereof. (d) The federal tax returns filed by the Executive (and or any filing made by a consolidated tax group which includes the EmployerCompany) shall be prepared and filed on a basis consistent with the determination of the Auditors Accounting Firm with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the EmployerCompany, provide to the Employer Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the EmployerCompany, evidencing such payment. If, after the Employer's payment If prior to the Executive filing of the Gross-Up PaymentExecutive's federal income tax return, the Auditors determine Accounting Firm determines in good faith that the amount of the Gross-Up Payment should be reduced or increasedreduced, or Executive shall within five business days pay to the Company the amount of such determination is made reduction. (e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Sections 4(b) and (d) hereof shall be borne by the Company. If such fees and expenses are initially advanced by Executive, the Company shall reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof. (f) In the event that the Internal Revenue ServiceService claims that any payment or benefit received under this Agreement constitutes an "excess parachute payment" within the meaning of Code Section 280G(b)(1), then within ten (10) Executive shall notify the Company in writing of such claim. Such notification shall be given as soon as practicable but not later than 10 business days after Executive is informed in writing of such determination, claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the Employer expiration of the amount of any 30 day period following the date on which Executive gives such reduction, or the Employer shall pay notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the amount expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such increaseclaim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to Executive; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in no event connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for and against for any Parachute Tax or income tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. (g) The Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive have to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner and Executive agrees to prosecute such refund obligation if it is determined by the Employer that contest to do so would be a violation determination before any administrative tribunal, in a court of the Xxxxxxxx-Xxxxx Act of 2002initial jurisdiction and in one or more appellate courts, as it may be amended the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis, and shall indemnify and hold Executive harmless, on an after tax basis, from time any Parachute Tax (or other tax including interest and penalties with respect thereto) imposed with respect to timesuch advance or with respect to any imputed income with respect to such advance; and provided, further, that if Executive is required to extend the statue of limitations to enable the Company to contest such claim, Executive has prior thereto paid may limit this extension solely to such amounts to contested amount. The Company's control of the Internal Revenue Service, such refund contest shall be due only limited to issues with respect to which a corporate deduction would be disallowed pursuant to Code Section 280G and Executive shall be entitled to settle or contest, as the extent that a refund of such amount is received by the Executive; and providedcase may be, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination of the Parachute Tax or any challenge issue raised by the Internal Revenue Service or any other taxing authority relating authority. In addition, no position may be taken nor any final resolution be agreed to such determination shall be paid by the Employer and Company without Executive's consent if such position or resolution could reasonably be expected to adversely affect Executive unrelated to matters covered hereto. (iih) If, after the Employer shall indemnify and hold receipt by Executive of an amount advanced by the Executive harmless on an after-tax basis for any interest and penalties imposed upon Company in connection with the Executive to the extent that such interest and penalties are related to the Auditor's determination contest of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything claim, Executive receives any refund with respect to such claim, Executive shall promptly pay to the contrary hereinCompany the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto); provided, however, if the Executive's rights under this Section 6 amount of that refund exceeds the amount advanced by the Company Executive may retain such excess. If, after the receipt by Executive of an amount advanced by the Company in connection with a Parachute Tax claim, a determination is made that Executive shall survive the termination of his employment for not be entitled to any reason refund with respect to such claim and the termination or Company does not notify Executive in writing of its intent to contest the denial of such refund prior to the expiration of this Agreement 30 days after such determination such advance shall be deemed to be in consideration for any reasonservices rendered after the Date of Termination.

Parachute Payments. In the event that (ai) If it is determined by any severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a nationally recognized United States public accounting firm selected by "parachute payment" within the Employer and approved in writing by the Executive meaning of Code Section 280G (which approval shall not be unreasonably withheld) (the "AuditorsParachute Payment") that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based award vesting) (collectively, a "Payment"), would and be subject to the excise tax imposed by Code Section 4999 of the Code (the "Parachute Excise Tax"), then and (ii) if the Employer shall pay payments to Executive were reduced to the minimum extent necessary so that such payments did not constitute Parachute Payments, the net benefits retained by Executive after the deduction of any federal, state or local income taxes would be greater than the net benefits retained by Executive if there was no such reduction after the deduction of Excise Tax and any federal, state or local income taxes, then such payments shall be so reduced. Such reduction shall be accomplished in any manner deemed appropriate by Playa Resorts after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, prior if any, shall be taken into account in determining the total amount of Parachute Payments received by Executive so that the amount of Parachute Payments that are attributable to provisions of this Agreement is maximized; and (2) Executive shall be deemed to pay federal, state and local income taxes at the time highest marginal rate of taxation for Executive's taxable year in which the Parachute Payments are includable in Executive's income for purposes of federal, state and local income taxation. The determination of whether the Excise Tax is payable with respect to such Paymentpayable, an additional payment (a "Gross-Up Payment") in an amount such that, after payment by and the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Grossreduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-Up Payment tax benefits to Executive, shall be determined made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Resorts and Executive, such approval not to be unreasonably withheld (the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position"Accounting Firm"). For purposes of making the calculations required by this AgreementSection 11(a), to the Auditors may make extent not otherwise specified herein, reasonable assumptions and approximations concerning may be made with respect to applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' determinations must Code may be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by the Executive (relied upon. Playa Resorts and any filing made by a consolidated tax group which includes the Employer) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, furnish such information and at the request of the Employer, provide to the Employer true and correct copies (with any amendments) of his federal income tax return documents as filed with the Internal Revenue Service, and such other documents may be reasonably requested by the Employer, evidencing such payment. If, after the Employer's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination performance of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights calculations under this Section 6 11(a). Playa Resorts shall survive bear all costs incurred in connection with the termination performance of his employment for any reason and the termination or expiration of calculations contemplated by this Agreement for any reasonSection 11(a).

Parachute Payments. (a) If it is determined by a nationally recognized United States public accounting firm selected by the Employer Company and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors") that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option or other equity based award RSU vesting) (collectively, a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code (the "Parachute Tax"), then the Employer Company shall pay to the Executive, prior to the time the Parachute Tax is payable --- with respect to such Payment, an additional payment (a "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the calculations required by this Agreement, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by the Executive (and any filing made by a consolidated tax group which includes the EmployerCompany) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the EmployerCompany, provide to the Employer Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the EmployerCompany, evidencing such payment. If, after the EmployerCompany's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer Company the amount of any such reduction, or the Employer Company shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer Company that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer Company and (ii) the Employer Company shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights under this Section 6 8 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.

Parachute Payments. In the event that (ai) If it is determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing by the Executive (which approval shall not be unreasonably withheld) (the "Auditors") that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other equity based award vestingbenefit payable to Consultant shall constitute a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”) (collectively, a "Payment"), would and be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), and (ii) if the payments to Consultant were reduced to the minimum extent necessary so that such payments did not constitute Parachute Payments, the net benefits retained by Consultant after the deduction of any federal, state or local income taxes would be greater than the net benefits retained by Consultant if there was no such reduction after the deduction of Excise Tax and any federal, state or local income taxes, then such payments shall be so reduced. Such reduction shall be accomplished in any manner deemed appropriate by Flora Management after consultation with Consultant. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Consultant other than the Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by Consultant so that the amount of Parachute Payments that are attributable to provisions of the Code Agreement is maximized; and (2) Consultant shall be deemed to pay federal, state and local income taxes at the "Parachute Tax"), then the Employer shall pay to the Executive, prior to the time highest marginal rate of taxation for Consultant’s taxable year in which the Parachute Payments are includable in Consultant’s income for purposes of federal, state and local income taxation. The determination of whether the Excise Tax is payable with respect to such Paymentpayable, an additional payment (a "Gross-Up Payment") in an amount such that, after payment by and the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Grossreduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-Up Payment tax benefits to Consultant, shall be determined made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Flora Management and Consultant, such approval not to be unreasonably withheld (the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position“Accounting Firm”). For purposes of making the calculations required by this Agreementthe Section 11(a), to the Auditors may make extent not otherwise specified herein, reasonable assumptions and approximations concerning may be made with respect to applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' determinations must Code may be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by the Executive (relied upon. Flora Management and any filing made by a consolidated tax group which includes the Employer) Consultant shall furnish such information and documents as may be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by the Executive. The Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the Employer, provide to the Employer true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the Employer, evidencing such payment. If, after the Employer's payment to the Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten (10) business days of such determination, the Executive shall pay to the Employer the amount of any such reduction, or the Employer shall pay to the Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination performance of the Parachute Tax or any challenge calculations under the Section 11(a). Flora Management shall bear all costs incurred in connection with the performance of the calculations contemplated by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to the contrary herein, the Executive's rights under this Section 6 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason11(a).

Parachute Payments. (a) If it is shall be determined by a nationally recognized United States public accounting firm selected by the Employer and approved in writing that any payment, distribution or benefit received or to be received by the Executive (which approval shall not be unreasonably withheld) (from the "Auditors") that Company pursuant to this Agreement, the Restricted Stock Agreement, the Note, or any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (including without limitation any Stock Option option plan or other equity based award vestingplan maintained by the Company or its affiliates (“Payments”) (collectively, a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Parachute “Code”) (such tax referred to as the “Excise Tax"”), then the Employer Executive shall pay be entitled to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, receive an additional payment from the Company (a "Gross-the “Excise Tax Gross Up Payment"”) in an amount such thatthat the net amount retained by the Executive, after payment by the calculation and deduction of any Excise Tax on the Payments (together with any penalties and interest that have been or will be imposed on the Executive of all in connection therewith) and any federal, state and local income taxes, Excise Taxes and payroll taxes (including any Parachute Taxthe tax imposed by Section 3101(b) imposed upon the Gross-Up Payment, the Executive retains an amount of the Code) on the Excise Tax Gross-Up Payment provided for in this Section 14, shall be equal to the Parachute Tax imposed upon Payments. In computing the Payment. The amount of this payment, it shall be assumed that the Executive is subject to tax by each taxing jurisdiction at the highest marginal tax rate in the respective taxing jurisdiction of the Executive, taking into account the city and state in which the Executive resides, but giving effect to the tax benefit, if any, which the Executive may enjoy to the extent that any Gross-Up Payment such tax is deductible in determining the tax liability of any other taxing jurisdiction (provided that the highest marginal tax rate for federal income tax purposes shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the calculations required by this Agreement, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors' determinations must be made with substantial authority (within the meaning of under Section 6662 1 of the Code). (b) The federal tax returns filed All determinations required to be made under this Section 14, including whether and when an Excise Tax Gross-Up Payment is required and the amount of such Excise Tax Gross-Up Payment and the assumptions to be utilized in arriving at such determination, except as specified in Section 14(a), shall be made by the Executive Company’s independent auditors (and any filing made by a consolidated tax group the “Accounting Firm”), which includes the Employer) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect provide detailed supporting calculations both to the Parachute Tax payable by Company and the Executive within fifteen (15) business days after the Company makes any Payments to the Executive. The Executive determination of tax liability and the assumptions made by the Accounting Firm shall be subject to review by the Executive’s tax advisor, and, if the Executive’s tax advisor does not agree with the determination reached by the Accounting Firm, then the Accounting Firm and the Executive’s tax advisor shall jointly designate a nationally-recognized public accounting firm within five (5) business days after notice has been given to the Company of the Executive’s disagreement with the Accounting Firm’s calculation, which shall make proper payment the determination within fifteen (15) business days after its appointment. If the parties cannot agree on a nationally recognized public accounting firm, then both parties shall select a nationally recognized public accounting firm who shall then jointly select a third nationally recognized public accounting firm which shall make the determination within fifteen (15) business days after its appointment. All fees and expenses of the amount of any Parachute Tax, accountants and at tax advisors retained by either the request of Executive or the Employer, provide to the Employer true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested Company shall be borne by the Employer, evidencing such paymentCompany. If, after the Employer's payment to the Executive of the Any Excise Tax Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Auditors determine Company to the Executive within five (5) days after the receipt of the determination, subject to applicable federal, state, local and Excise Tax withholding requirements. Any determination by a jointly designated public accounting firm shall be binding upon the Company and the Executive, and shall not be subject to arbitration pursuant to Section 21. (c) As a result of the uncertainty in good faith the application of Section 4999 of the Code at the time of the initial determination hereunder, it is possible that Excise Tax Gross-Up Payments will not have been made by the Company that should have been made consistent with the calculations required to be made hereunder (“Underpayment”). In the event that the amount IRS, on audit, asserts that the Executive has made an Underpayment and the Executive is required (by reason of settlement or otherwise) to make a payment of any Excise Tax, or if the Executive is required to make one or more payments of Excise Tax to the IRS (and/or interest or penalties thereon) upon the filing of his original or amended tax returns which exceed the amounts taken into account in determining the initial Excise Tax Gross-Up Payment should made pursuant to Sections 14(a) and 14(b), then in either of such events any such Underpayment calculated in accordance with and in the same manner as the Excise Tax Gross-Up Payment in Section 14(a) shall be reduced promptly paid by the Company to or increasedfor the benefit of the Executive. In addition, the Company will pay the Executive an amount equal to any penalties, interest or additions to be assessed against him as a result of the Underpayment, which amounts shall be grossed up for any federal, state, local or Excise Taxes payable with respect to such determination is made penalties, interest or additions to tax such that the Executive receives a net amount equal to the penalties, interest and additions to tax assessed against him (determined in the same manner as described in Section 14(a). The Executive shall not be obligated to contest any proposed assessment of any Underpayment and may settle any such audit action or proceeding involving an Underpayment at his discretion; provided, however, that the Executive shall, upon notice of examination by the Internal Revenue Service, then within ten (10) business days give notice thereof to the Company and the Company, at its sole cost and in its sole discretion, may, on behalf of such determinationthe Executive, defend and contest against any proposed Internal Revenue Service deficiency. In the event that the Company assumes the defense of the proposed deficiency, the Company shall immediately, upon written request of the Executive shall pay secure all of its possible obligations to the Employer Executive as provided for in this Section 14(c) by either posting cash collateral in escrow or providing the Executive with a “clean irrevocable letter of credit” in the amount of any such reduction, or all of the Employer shall pay Company’s possible obligations to the Executive pursuant to this Section 14(c). The terms of such escrow or clean irrevocable letter of credit shall be negotiated by the amount Company and the Executive at such time and any dispute relating to such matters shall be settled in an arbitration pursuant to Section 21 of this Agreement. The Executive agrees to execute any such increase; provideddocuments, howeverincluding powers of attorney, that in no event shall the Executive have any such refund obligation if it is determined by the Employer that to do so would be a violation of the Xxxxxxxx-Xxxxx Act of 2002, as it may be amended from time necessary to time; and provided, further, that if facilitate the Executive has prior thereto paid such amounts to Company’s defense and/or contesting the Internal Revenue Service, such refund shall be due only to ’s assertions. In the extent event that a refund of such amount is received by the Executive; and provided, further, that (i) the fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditor's determination of the Parachute Excise Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-tax basis for any interest and penalties imposed upon the Executive to the extent that such interest and penalties are related to the Auditor's determination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything Payment exceeds the amount subsequently determined to be due, such excess shall constitute a loan from the Company to the contrary herein, Executive payable on the Executive's rights under this fifth (5th) day after demand by the Company (together with interest at the rate provided in Section 6 shall survive 1274(b)(2)(B) of the termination of his employment for any reason and the termination or expiration of this Agreement for any reasonCode).