Common use of Parachute Payments Clause in Contracts

Parachute Payments. In the event that (i) any severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”) and be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), and (ii) if the 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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, and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-tax benefits to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a).

Parachute Payments. In (i) It is the objective of this Agreement to maximize Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within including the meaning of Code payments and benefits under Section 280G (“Parachute Payment”3(a) and Section 3(b) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and (ii) if the non-cash severance payments to Executive were reduced shall thereafter be reduced, to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In Anything in this Agreement to the event that contrary notwithstanding, if any payment or benefit the Executive receives or is entitled to receive from the Company (ia “Payment”) any severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall would (a) constitute a “parachute payment” within the meaning of Code Section 280G of the Code and (“Parachute Payment”b) and but for this sentence, be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were reduced Transaction Bonus shall be reduced, to the minimum extent necessary so that no portion of the Transaction Bonus is subject to the Excise Tax but only if (i) the net amount of such payments did not constitute Parachute Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Payments) is greater than or equal to (ii) the Parachute net amount of such Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Payments and the amount of any reduction necessary to make the Excise Tax not payable, to which the Participant would be subject in respect of such unreduced Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Payments). The determination as well as to whether such a reduction would result and to what extent Payments are required to be reduced in greater after-tax benefits to Executive, accordance with the preceding sentence shall be made in writing in good faith at the Company’s expense by a nationally-recognized the Company’s independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a)accountants.

Parachute Payments. In (a) Notwithstanding any other provisions of this Agreement or any Parent equity plan or agreement, in the event that any payment or benefit by the Company, Parent or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Section 4(b) or Section 4(c) hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and then the Total Payments shall be reduced (iiin the order provided in Section 8(b)) if the payments to Executive were reduced to the minimum extent necessary so that such payments did not constitute Parachute to avoid the imposition of the Excise Tax on the Total Payments, but only if (i) the net benefits retained by Executive amount of such Total Payments, as so reduced (and after the deduction of any federal, state or local income taxes would be greater than subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (a) It is the objective of this Agreement to maximize Executive’s net after-tax benefit if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”). Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments under Section 4(b) hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In a. It is the objective of this Agreement to maximize Employee’s net after-tax benefit if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Corporation or otherwise to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance paymentall such payments and benefits being hereinafter referred to as the “Total Payments”), insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”) and would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Employee would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (a) It is the objective of this Agreement to maximize Executive’s net after-tax benefit if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”). Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or any affiliate or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments under Sections 4(b) hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (a) It is the objective of this Agreement to maximize Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”). Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within including the meaning of Code payments and benefits under Section 280G (“Parachute Payment”4(b) and Section 4(c) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (i) It is the objective of this Agreement to maximize Key Colleague’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Code Section 4999. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Key Colleague, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Section 3(a) or 3(b) above, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 (the “Excise Tax”), and (ii) if then the payments to Executive were and benefits shall thereafter be reduced in accordance with Section 3(g)(ii) below, to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (A) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (B) the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Key Colleague would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. (a) Best Pay Provision. In the event that any payment or benefit received or to be received by you pursuant to the terms of any plan, arrangement or agreement (iincluding any payment or benefit received in connection with a change in ownership or control or the termination of your employment) any severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable (all such payments and benefits being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and would be subject (in whole or part) to the excise tax imposed by Code Section 4999 (the “Excise Tax”)) imposed under Section 4999 of the Code, and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such payments did not constitute Parachute Total Payments, the net benefits retained by Executive as so reduced (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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by Executive so that subtracting 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which you would be subject in respect of such a unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to you on an after-tax basis, the Parties intend that the Total Payments shall be reduced in the following order: (w) reduction of any cash severance payments otherwise payable to you that are exempt from Section 409A of the Code, (x) reduction of any other cash payments or benefits otherwise payable to Executiveyou that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code, (y) reduction of any other payments or benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any equity award that is exempt from Section 409A of the Code, and (z) reduction of any payments attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code; provided, in case of clauses (x), (y) and (z), that reduction of any payments or benefits attributable to the acceleration of vesting of Company equity awards shall be first applied to equity awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on you under Section 409A of the Code. The foregoing reductions shall be made in writing a manner that results in good faith by a nationallythe maximum economic benefit to you on an after-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a)tax basis and, to the extent not otherwise specified hereineconomically equivalent payments or benefits are subject to reduction, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied uponin a pro rata manner. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a(b). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a).

Parachute Payments. In (a) It is the objective of this Agreement to maximize Executive’s net after-tax benefit if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within including the meaning of Code payments under Section 280G (“Parachute Payment”4(b) and (c) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (i) It is the objective of this Agreement to maximize Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Section 3(a) hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and (ii) if the non-cash severance payments to Executive were reduced shall thereafter be reduced, to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (a) It is the objective of this Agreement to maximize Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”). Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within including the meaning of Code Section 280G (“Parachute Payment”payments under Sections 4(b) and 4(c) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (a) It is the objective of this Agreement to maximize Executive’s net after-tax benefit of payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”). Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments under Section 4(b) hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit made by the Company or otherwise to you or for your benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (all such payments and benefits, including the payments and benefits under Section 12 hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced (in the order provided in this Section below) to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments, but only if (a) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (b) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of the Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). The Total Payments shall be reduced in the following order: (i) any severance payment, insurance benefits, accelerated vesting, reduction on a pro-rated bonus rata basis of any cash severance payments that are exempt from Section 409A, (ii) reduction on a pro-rata basis any non-cash severance payments or benefits that are exempt from Section 409A, (iii) reduction on a pro-rata basis of any other benefit payments or benefits that are exempt from Section 409A, and (iv) reduction of any payments or benefits otherwise payable on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to Executive the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time. All determinations regarding the application of this Section shall be made by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax selected by the Company (the “Independent Advisors”). For purposes of these determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Independent Advisors, (x) does not constitute a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”280G(b)(2) and be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), and (ii) if the 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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, and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-tax benefits to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance (including by reason of Section 280G(b)(4)(A) of the calculations under this Code) or (y) constitutes reasonable compensation for services actually rendered, within the meaning of Section 11(a)280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. Playa Management shall bear The costs of obtaining such determination and all costs related fees and expenses (including related fees and expenses incurred in connection with any later audit) shall be borne by the performance Company. In the event it is later determined that a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section, the calculations contemplated excess amount shall be returned immediately by this Section 11(a)you to the Company.

Parachute Payments. In (i) It is the objective of this Agreement to maximize Executive’s net after-tax benefit if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Section 4 hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and (ii) if the non-cash severance payments to Executive were reduced shall thereafter be reduced, to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (i) It is the objective of this Agreement to maximize Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Section 4 hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and (ii) if the non-cash severance payments to Executive were reduced shall thereafter be reduced, to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (i) It is the objective of this Agreement to maximize Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance paymentall such payments and benefits being hereinafter referred to as the “Total Payments”), insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”) and would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and (ii) if the non-cash severance payments to Executive were reduced shall thereafter be reduced, to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (a) It is the objective of this Agreement to maximize Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within including the meaning of Code payments and benefits under Section 280G (“Parachute Payment”2(a) and Section 2(b) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and (ii) if the non-cash severance payments to Executive were shall thereafter be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (a) It is the objective of this Agreement to maximize Executive’s net after-tax benefit if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”). Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or any affiliate or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments under Sections 4.(b) hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In If any benefit or payment by the event that (i) any severance payment, insurance benefits, accelerated vesting, pro-rated bonus Company or other benefit payable its subsidiaries to Executive shall constitute (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including any acceleration of vesting or payment) (a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”) and is determined to be subject to the excise tax imposed by Code Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being herein collectively referred to as the “Excise Tax”), then to the extent necessary to make such portion of the Payments not subject to the Excise Tax (and after taking into account any reduction in the Payments provided by reason of Section 280G of the Code under any other plan, arrangement or agreement), the portion of the Payments that do not constitute deferred compensation within the meaning of Section 409A shall first be reduced (iiif necessary, to zero), and all other Payments shall thereafter be reduced (if necessary, to zero) if the with cash payments being reduced before non-cash payments, and payments to Executive were be paid last being reduced to first, but only if (i) the minimum extent necessary so that net amount of such payments did not constitute Parachute Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Payments) is greater than or equal to (ii) the Parachute net amount of such Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Payments).

Parachute Payments. In (a) It is the objective of this Agreement to maximize Executive’s net after-tax benefit if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”). Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Section 4(a) hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (all such payments and benefits, including the payments and benefits under Section 5(b)(i), Section 5(b)(ii), and Section 5(c) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced (in the order provided in this Section 9 below) to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments, but only if (a) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (b) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of the Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). The Total Payments shall be reduced in the following order: (i) any severance payment, insurance benefits, accelerated vesting, reduction on a pro-rated bonus rata basis of any cash severance payments that are exempt from Section 409A, (ii) reduction on a pro-rata basis any non-cash severance payments or benefits that are exempt from Section 409A, (iii) reduction on a pro-rata basis of any other benefit payments or benefits that are exempt from Section 409A, and (iv) reduction of any payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time. All determinations regarding the application of this Section 9 shall be made by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax selected by the Company (the “Independent Advisors”). For purposes of determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Independent Advisors, (x) does not constitute a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”280G(b)(2) and be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), and (ii) if the 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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, and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-tax benefits to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance (including by reason of Section 280G(b)(4)(A) of the calculations under Code) or (y) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by the Company. In the event it is later determined that a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 11(a). Playa Management 9, the excess amount shall bear all costs incurred in connection with be returned immediately by Executive to the performance of the calculations contemplated by this Section 11(a)Company.

Parachute Payments. In (a) It is the objective of this Agreement to maximize Executive's Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the "Code"). Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments under Section 4(b) hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a “parachute payment” within as the meaning of Code Section 280G (“Parachute Payment”) and "Total Payments"), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “"Excise Tax”"), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (a) It is the event that (i) objective of this Agreement to maximize Executive’s net after-tax benefit if any severance payment, insurance benefits, accelerated vesting, pro-rated bonus of the payments or other benefits provided or to be provided by the Company to the Executive or for the Executive’s benefit payable pursuant to Executive shall the terms of this Agreement constitute a “parachute payment” payments within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Parachute PaymentCode”) ), and would, but for this Section 5, be subject to excise tax under Section 4999 of the excise Code (or any successor provision thereto) or any similar tax imposed by Code Section 4999 state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”). Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (all such payments and (ii) if benefits, including the payments under Section 4(b) hereof, being hereinafter referred to Executive were as the “Total Payments”), would be subject (in whole or in part) to the Excise Tax, then the Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (a) Notwithstanding any other provisions of this Agreement or any Parent equity plan or agreement, in the event that any payment or benefit by the Company or Parent or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within including the meaning of Code payments and benefits under Section 280G (“Parachute Payment”4(b) and Section 4(c) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and then the Total Payments shall be reduced (iiin the order provided in Section 8(b)) if the payments to Executive were reduced to the minimum extent necessary so that such payments did not constitute Parachute to avoid the imposition of the Excise Tax on the Total Payments, but only if (i) the net benefits retained by Executive amount of such Total Payments, as so reduced (and after the deduction of any federal, state or local income taxes would be greater than subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. (a) Best Pay Provision. In the event that any payment or benefit received or to be received by you pursuant to the terms of any plan, arrangement or agreement (iincluding any payment or benefit received in connection with a change in ownership or control or the termination of your employment) any severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable (all such payments and benefits being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and would be subject (in whole or part) to the excise tax imposed by Code Section 4999 (the “Excise Tax”)) imposed under Section 4999 of the Code, and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such payments did not constitute Parachute Total Payments, the net benefits retained by Executive as so reduced (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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by Executive so that subtracting 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which you would be subject in respect of such a unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to you on an after-tax basis, the Parties intend that the Total Payments shall be reduced in the following order: (w) reduction of any cash severance payments otherwise payable to you that are exempt from Section 409A of the Code, (x) reduction of any other cash payments or benefits otherwise payable to Executiveyou that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code, (y) reduction of any other payments or benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any equity award that is exempt from Section 409A of the Code, and (z) reduction of any payments attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code; provided, in case of clauses (x), (y) and (z), that reduction of any payments or benefits attributable to the acceleration of vesting of Company equity awards shall be first applied to equity awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on you under Section 409A of the Code. The foregoing reductions shall be made in writing a manner that results in good faith by a nationallythe maximum economic benefit to you on an after-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a)tax basis and, to the extent not otherwise specified hereineconomically equivalent payments or benefits are subject to reduction, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a)a pro rata manner.

Parachute Payments. In (a) Notwithstanding any other provisions of this Agreement or any Company or Parent equity plan or agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Section 4 of this Agreement, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and then the Total Payments shall be reduced (iiin the order provided in Section 7) if the payments to Executive were reduced of this Agreement to the minimum extent necessary so that such payments did not constitute Parachute to avoid the imposition of the Excise Tax on the Total Payments, but only if the net benefits retained by Executive amount of such Total Payments, as so reduced (and after the deduction of any federal, state or local income taxes would be greater than subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, such unreduced Total Payments). The Total Payments shall be made reduced in writing in good faith by the following order: (I) reduction on a nationallypro- rata basis of any cash severance payments that are exempt from Section 409A of the Code, (ii) reduction on a pro-recognized independent certified public accounting firm approved by Playa Management and Executiverata basis of any non-cash severance payments or benefits that are exempt from Section 409A of the Code, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes iii) reduction on a pro-rata basis of making the calculations required by this any other payments or benefits that are exempt from Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations 409A of the Code may and (iv) reduction of any payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested first applied to Company equity awards that would otherwise vest last in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a)time.

Parachute Payments. In (i) It is the objective of this Agreement to maximize Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Section 3(a) hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and (ii) if the non-cash severance payments to Executive were reduced shall thereafter be reduced, to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In Notwithstanding any other provision of this Agreement to the event contrary, to the extent that any payment or distribution of any type to or for the Employee by the Company (i) or by any severance paymentaffiliate of the Company, insurance benefits, accelerated vesting, pro-rated bonus any person or other benefit payable to Executive shall constitute entity who acquires ownership or effective control of the Company or ownership of a “parachute payment” substantial portion of the Company’s assets (within the meaning of Code Section 280G of the Code and the regulations thereunder)), or any affiliate of such person or entity, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Parachute PaymentTotal Payments”) and ), is or will be subject to the excise tax imposed by Code under Section 4999 of the Code (the “Excise Tax”), and then the Total Payments shall be reduced (iibut not below zero) if the payments to Executive were reduced and to the minimum extent necessary so that such payments did not constitute Parachute Paymentsa reduction in the Total Payments would result in the Employee’s retaining a larger amount, 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 Management after consultation with Executive. For purposes of making the foregoing determination: on an after-tax basis (1) Parachute Payments provided under arrangements with Executive other than this Agreement, if any, shall be taken taking 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 and the highest marginal rate Excise Tax), than if the Employee received the entire amount 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 taxationsuch Total Payments. The determination of whether the Excise Tax is payable, Total Payments shall be reduced and the amount of any such reduction necessary shall be determined by an accounting firm selected by the Employee and the Company (which accounting firm’s fees shall be paid for by the Company), and shall be final and binding upon the Employee and the Company. The accounting firm’s decision as to make which of the Excise Tax not payableTotal Payments are to be reduced, as well as whether such a reduction would result in greater after-tax benefits to Executiveif any, shall be made in writing in good faith by a nationally-recognized independent certified public (A) only from the Total Payments that the accounting firm approved by Playa Management and Executive, such approval not determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (B) only from the Total Payments that are required to be unreasonably withheld made in cash, (C) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a)Code, until those payments have been reduced to zero, and (D) in reverse chronological order, to the extent not otherwise specified hereinthat any of the Total Payments subject to reduction are made over time (e.g., reasonable assumptions in installments). In no event, however, shall any of the Total Payments be reduced if and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations the extent such reduction would cause a violation of Section 409A of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a)or other applicable law.

Parachute Payments. In Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit made by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (all such payments and benefits, including the payments and benefits under Section 8 hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced (in the order provided in this Section 15 below) to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments, but only if (a) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (b) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of the Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). The Total Payments shall be reduced in the following order: (i) any severance payment, insurance benefits, accelerated vesting, reduction on a pro-rated bonus rata basis of any cash severance payments that are exempt from Section 409A, (ii) reduction on a pro-rata basis any non-cash severance payments or benefits that are exempt from Section 409A, (iii) reduction on a pro-rata basis of any other benefit payments or benefits that are exempt from Section 409A, and (iv) reduction of any payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time. All determinations regarding the application of this Section 15 shall be made by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax selected by the Company (the “Independent Advisors”). For purposes of these determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Independent Advisors, (x) does not constitute a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”280G(b)(2) and be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), and (ii) if the 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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, and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-tax benefits to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance (including by reason of Section 280G(b)(4)(A) of the calculations under Code) or (y) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by the Company. In the event it is later determined that a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 11(a). Playa Management 15, the excess amount shall bear all costs incurred in connection with be returned immediately by Executive to the performance of the calculations contemplated by this Section 11(a)Company.

Parachute Payments. In a. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Paragraph 6 above, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and then the Total Payments shall be reduced (iiin the order provided in Paragraph 9(b) if the payments to Executive were reduced below) to the minimum extent necessary so that such payments did not constitute Parachute to avoid the imposition of the Excise Tax on the Total Payments, but only if (i) the net benefits retained by Executive amount of such Total Payments, as so reduced (and after the deduction of any federal, state or local income taxes would be greater than subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payableto which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). b. The Total Payments shall be reduced in the following order: (i) reduction on a pro-rata basis of any cash severance payments that are exempt from Section 409A of the Code (“Section 409A”), as well as whether (ii) reduction on a pro-rata basis of any non-cash severance payments or benefits that are exempt from Section 409A, (iii) reduction on a pro-rata basis of any other payments or benefits that are exempt from Section 409A, and (iv) reduction of any payments or benefits otherwise payable to the Executive on a pro-rata basis or such a other manner that complies with Section 409A; provided, in case of subclauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would result otherwise vest last in greater after-tax benefits to Executivetime. c. The Company will select an adviser with experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax, provided that the adviser’s determination shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executivebased upon “substantial authority” within the meaning of Section 6662 of the Code, such approval not to be unreasonably withheld (the “Accounting FirmIndependent Advisors”)) to make determinations regarding the application of this Paragraph 9. For purposes of making the The Independent Adviser shall provide its determination, together with detailed supporting calculations required by this Section 11(a)and documentation, to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a).to

Parachute Payments. In (i) It is the objective of this Agreement to maximize Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within including the meaning of Code payments and benefits under Section 280G (“Parachute Payment”2(a) and Section 2(b) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and (ii) if the non-cash severance payments to Executive were shall thereafter be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In Notwithstanding any other provision of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Section 4 above, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that such payments did not constitute Parachute to avoid the imposition of the Excise Tax on the Total Payments, but only if (a) the net benefits retained by Executive amount of such Total Payments, as so reduced (and after the deduction of any federal, state or local income taxes would be greater than subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (b) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payableto which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). The reduction of the Total Payments contemplated in this Section 8 shall be implemented by determining the Parachute Payment Ratio (as defined below), as well as whether such a reduction would result in greater after-tax benefits to Executive, shall be made in writing in good faith determined by a nationally-recognized an independent certified public accounting firm approved selected by Playa Management and Executive, such Executive (subject to the reasonable approval not to be unreasonably withheld of the Company) (the “Accounting Firm”), for each Total Payment and then reducing the Total Payments in order beginning with the Total Payment with the highest Parachute Payment Ratio. For Total Payments with the same Parachute Payment Ratio, such Total Payments shall be reduced based on the time of payment of such Total Payments, with amounts having later payment dates being reduced first. For Total Payments with the same Parachute Payment Ratio and the same time of payment, such Total Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing Total Payments with a lower Parachute Payment Ratio. For purposes of making hereof, the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a).term “

Parachute Payments. In (i) It is the objective of this Agreement to maximize Executive’s net after-tax benefit if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within including the meaning of Code payments and benefits under Section 280G (“Parachute Payment”2(a) and Section 2(b) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and (ii) if the non-cash severance payments to Executive were reduced shall thereafter be reduced, to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. (a) Best Pay Provision. In the event that any payment or benefit received or to be received by you pursuant to the terms of any plan, arrangement or agreement (iincluding any payment or benefit received in connection with a change in ownership or control or the termination of your employment) any severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable (all such payments and benefits being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and would be subject (in whole or part) to the excise tax imposed by Code Section 4999 (the “Excise Tax”)) imposed under Section 4999 of the Code, and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such payments did not constitute Parachute Total Payments, the net benefits retained by Executive as so reduced (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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by Executive so that subtracting 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which you would be subject in respect of such a unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to you on an after-tax basis, the Parties intend that the Total Payments shall be reduced in the following order: (w) reduction of any cash severance payments otherwise payable to you that are exempt from Section 409A of the Code, (x) reduction of any other cash payments or benefits otherwise payable to Executiveyou that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code, (y) reduction of any other payments or benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any equity award that is exempt from Section 409A of the Code, and (z) reduction of any payments attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code; provided, in case of clauses (x), (y) and (z), that reduction of any payments or benefits attributable to the acceleration of vesting of Company equity awards shall be first applied to equity awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on you under Section 409A of the Code. The foregoing reductions shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a).manner that

Parachute Payments. In (a) It is the objective of this Agreement to maximize EMPLOYEE’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by K12 or otherwise to or for the benefit of EMPLOYEE, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within including the meaning of Code Section 280G (“Parachute Payment”payments under Sections 4(b) and 4(c) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and (ii) if then the payments to Executive were Total Payments shall be reduced to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which EMPLOYEE would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In a. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Paragraph 6 above, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and then the Total Payments shall be reduced (iiin the order provided in Paragraph 9(b) if the payments to Executive were reduced below) to the minimum extent necessary so that such payments did not constitute Parachute to avoid the imposition of the Excise Tax on the Total Payments, but only if (i) the net benefits retained by Executive amount of such Total Payments, as so reduced (and after the deduction of any federal, state or local income taxes would be greater than subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payableto which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). b. The Total Payments shall be reduced in the following order: (i) reduction on a pro-rata basis of any cash severance payments that are exempt from Section 409A of the Code (“Section 409A”), as well as whether (ii) reduction on a pro-rata basis of any non-cash severance payments or benefits that are exempt from Section 409A, (iii) reduction on a pro-rata basis of any other payments or benefits that are exempt from Section 409A, and (iv) reduction of any payments or benefits otherwise payable to the Executive on a pro-rata basis or such a other manner that complies with Section 409A; provided, in case of subclauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would result otherwise vest last in greater after-tax benefits to Executivetime. c. The Company will select an adviser with experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax, provided that the adviser’s determination shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executivebased upon “substantial authority” within the meaning of Section 6662 of the Code, such approval not to be unreasonably withheld (the “Accounting FirmIndependent Advisors”)) to make determinations regarding the application of this Paragraph 9. For purposes of making the The Independent Adviser shall provide its determination, together with detailed supporting calculations required by this Section 11(a)and documentation, to the extent not otherwise specified hereinExecutive and the Company within fifteen (15) business days following the date on which the Executive’s right to the Total Payments is triggered, reasonable assumptions and approximations if applicable, or such other time as requested by the Executive (provided, that the Executive reasonably believes that any of the Total Payments may be made with respect subject to applicable taxes the Excise Tax) or the Company. The costs of obtaining such determination and reasonable, all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by the Company. Any good faith interpretations determinations of the Code may Independent Adviser made hereunder shall be relied uponfinal, binding and conclusive upon the Company and the Executive. Playa Management d. In the event it is later determined that to implement the objective and intent of this Paragraph 9, (i) a greater reduction in the Total Payments should have been made, the excess amount shall be returned promptly by the Executive to the Company or (ii) a lesser reduction in the Total Payments should have been made, the excess amount shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a).paid or provided promptly

Parachute Payments. In (a) Notwithstanding any other provisions of this Agreement or any Company equity plan or agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of |US-DOCS\123614162.2|| Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vestingincluding the payments and benefits under Section 4 hereof, pro-rated bonus or other benefit payable being hereinafter referred to Executive shall constitute a as the “parachute payment” within the meaning of Code Section 280G (“Parachute PaymentTotal Payments”) and ), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), and then the Total Payments shall be reduced (iiin the order provided in Section 8(b)) if the payments to Executive were reduced to the minimum extent necessary so that such payments did not constitute Parachute to avoid the imposition of the Excise Tax on the Total Payments, but only if (i) the net benefits retained by Executive amount of such Total Payments, as so reduced (and after the deduction of any federal, state or local income taxes would be greater than subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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 and employment taxes on such reduced Total Payments and after taking into account the phase out of whether itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Excise Tax is payablenet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).

Parachute Payments. In (a) Notwithstanding any other provisions of this Agreement or any Company equity plan or agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (all such payments and benefits, including the payments and benefits under Section 4 hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced (in the order provided in Section 8(b)) to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of the Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (b) The Total Payments shall be reduced in the following order: (i) reduction on a pro rata basis of any cash severance paymentpayments that are exempt from Section 409A of the Code (“Section 409A”), insurance benefits(ii) reduction on a pro rata basis of any non-cash severance payments or benefits that are exempt from Section 409A, accelerated vesting(iii) reduction on a pro rata basis of any other payments or benefits that are exempt from Section 409A, pro-rated bonus and (iv) reduction of any payments or other benefit benefits otherwise payable to Executive on a pro rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time. (c) All determinations regarding the application of this Section 8 shall be made by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax selected by the Company (the “Independent Advisors”). For purposes of determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Independent Advisors, (i) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G (“Parachute Payment”280G(b)(4)(A) and be subject to of the excise tax imposed by Code Section 4999 (the “Excise Tax”), and Code) or (ii) if constitutes reasonable compensation for services actually rendered, within the payments meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by the Company. (d) In the event it is later determined that a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 8, the excess amount shall be returned promptly by 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 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, and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-tax benefits to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a)Company.

Parachute Payments. In Notwithstanding anything to the contrary contained herein (or any other agreement entered into by and between Executive and the Company or any incentive arrangement or plan offered by the Company), in the event that (i) any severance payment, insurance benefits, accelerated vesting, pro-rated bonus amount or other benefit payable paid or distributed to Executive shall pursuant to this Agreement, taken together with any amounts or benefits otherwise paid to Executive by the Company (collectively, the “Covered Payments”), would constitute a an “excess parachute payment” within the meaning of Code as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Parachute PaymentCode”) ), and be would thereby subject Executive to the an excise tax imposed by Code under Section 4999 of the Code (the an “Excise Tax”), and (ii) if the 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 Section 3(f) shall apply. If the aggregate present value (2) Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for Executive’s taxable year in which the Parachute Payments are includable in Executive’s income as determined for purposes of federalSection 280G of the Code) of the Covered Payments exceeds the amount which can be paid to Executive without Executive incurring an Excise Tax, state then, solely to the extent that Executive would be better off on an after tax basis by receiving the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax, the amounts payable to Executive under this Agreement (or any other agreement by and local income taxation. The determination of whether between Executive and the Company or pursuant to any incentive arrangement or plan offered by the Company) shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax is payable, and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether (such a reduction would result in greater after-tax benefits to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not reduced payments to be unreasonably withheld (referred to as the “Accounting FirmPayment Cap”). For purposes In the event Executive receives reduced payments and benefits as a result of making the calculations required by application of this Section 11(a3(f), Executive shall have the right to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations designate which of the Code may be relied upon. Playa Management payments and benefits otherwise set forth herein (or any other agreement between the Company and Executive or any incentive arrangement or plan offered by the Company) shall furnish such information and documents as may be reasonably requested received in connection with the performance application of the calculations under this Payment Cap, subject to the following sentence. Reduction shall first be made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 11(a). Playa Management shall bear all costs incurred in connection with the performance 409A of the calculations contemplated by this Code, and then shall be made (to the extent necessary) out of payments and benefits that are subject to Section 11(a)409A of the Code and that are due at the latest future date.

Parachute Payments. In (i) It is the objective of this Agreement to maximize Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (i) any severance payment, insurance all such payments and benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within including the meaning of Code payments and benefits under Section 280G (“Parachute Payment”2(a) and Section 2(b) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and (ii) if the non-cash severance payments to Executive were reduced shall thereafter be reduced, to the minimum extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such payments did not constitute Parachute Total Payments, as so reduced (and after subtracting 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 Management after consultation with Executive. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Executive other than this Agreement, 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 on such reduced Total Payments and after taking into account the highest marginal rate phase out of taxation for Executive’s taxable year in which itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the Parachute net amount of such Total Payments are includable in Executive’s income for purposes without such reduction (but after subtracting the net amount of federal, state and local income taxation. The determination of whether the Excise Tax is payable, taxes on such Total Payments and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether to which Executive would be subject in respect of such a reduction would result in greater after-tax benefits unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(aunreduced Total Payments).