Common use of Reduction of Certain Payments Clause in Contracts

Reduction of Certain Payments. This Section 10.0 shall apply to the Executive only if and to the extent that Section 4999 of the Code is applicable to the Executive. 10.1 Anything in this Agreement to the contrary notwithstanding, if the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) of the Executive would subject the Executive to the Excise Tax (as defined below), the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. 10.2 If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Corporation shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 shall be binding upon the Corporation, its Affiliates and the Executive. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To the extent requested by the Executive, the Corporation and its Affiliates shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Corporation (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The following terms shall have the following meanings for purposes of this Section 9.0:

Reduction of Certain Payments. This Section 10.0 shall apply Notwithstanding anything to the contrary in this Agreement, in any other agreement between Executive only and the Company or any plan maintained by the Company, if and there is a Section 280G Change in Control (as defined in Section 8(e)(i) below), the following rules shall apply: (a) Except as otherwise provided in Section 8(c) below, if it is determined in accordance with Section 8(d) below that any portion of the Contingent Compensation Payments (as defined in 8(e)(ii) below) that otherwise would be paid or provided to Executive or for her benefit in connection with the 280G Change in Control would be subject to the extent that excise tax imposed under Section 4999 of the Code is applicable to the Executive. 10.1 Anything in this Agreement to the contrary notwithstanding, if the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) of the Executive would subject the Executive to the “Excise Tax (as defined belowTax”), the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement then such Contingent Compensation Payments shall be so reduced only if by the Accounting Firm determines that smallest total amount necessary in order for the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. 10.2 If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value present value of all Paymentssuch Contingent Compensation Payments after such reduction, as determined in the aggregate, equals the Safe Harbor Amount, the Corporation shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 shall be binding upon the Corporation, its Affiliates and the Executive. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To the extent requested by the Executive, the Corporation and its Affiliates shall cooperate accordance with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date applicable provisions of a change in ownership or control of the Corporation (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G of the Code and/or exempt from and the definition regulations issued thereunder, not to exceed the Excise Tax Threshold Amount (as defined in Section 8(e)(iii) below). (b) If the Auditor (as defined in Section 8(d) below) determines that any reduction is so required, the Payments to be reduced, and the reduction to be made to such Payments, shall be determined by the Auditor in its sole discretion in a manner which will result in the least economic cost to Executive, and if the reduction with respect to two or more Payments would result in equivalent economic cost to Executive, such Payments shall be reduced in the inverse chronological order of the term “parachute payment” within dates on which such Payments were otherwise scheduled to be made to Executive, until the meaning of Q&A-2(arequired reduction has been fully achieved. (c) Notwithstanding the foregoing, no reduction in any of the Treasury Regulations under Executive’s Contingent Compensation Payments shall be made pursuant to Section 280G of the Code 8(a) above if it is determined in accordance with Q&A-5(aSection 8(d) below that the After Tax Amount of the Treasury Regulations Contingent Compensation Payments payable to Executive without such reduction would exceed the After Tax Amount of the reduced Contingent Compensation Payments payable to her in accordance with Section 8(a) above. For purposes of the foregoing, (x) the “After Tax Amount” of the Contingent Compensation Payments, as computed with, and as computed without, the reduction provided for under Section 8(a) above, shall mean the amount of the Contingent Compensation Payments, as so computed, that Executive would retain after payment of all taxes (including without limitation any federal, state or local income taxes, the Excise Tax or any other excise taxes, any medicare or other employment taxes, and any other taxes) imposed on such Contingent Compensation Payments in the year or years in which payable; and (y) the amount of such taxes shall be computed at the rates in effect under the applicable tax laws in the year in which the 280G Change in Control occurs, or if then ascertainable, the rates in effect in any later year in which any Contingent Compensation Payment is expected to be paid following the 280G Change in Control, and in the case of any income taxes, by using the maximum combined federal, state and (if applicable) local income tax rates then in effect under such laws. (d) A determination as to whether any Excise Tax is payable with respect to Executive’s Contingent Compensation Payments and if so, as to the amount thereof, and a determination as to whether any reduction in Executive’s Contingent Compensation Payments is required pursuant to the provisions of Sections 8(a) and 8(c) above, and if so, as to the amount of the Codereduction so required, shall be made by no later than 15 days prior to the closing of the transaction or the occurrence of the event that constitutes the 280G Change in Control. Such determinations, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent auditor (the “Auditor”) jointly selected by Executive and the Company, all of whose fees and expenses shall be borne and directly paid solely by the Company. The Auditor shall be a nationally recognized public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company or any of its affiliates. If Executive and the Company cannot agree on the firm to serve as the Auditor, then Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. The Auditor shall provide a written report of its determinations, including detailed supporting calculations, both to Executive and to the Company. The determinations made by the Auditor pursuant to this Section 8(d) shall be binding upon Executive and the Company. 10.4 The (e) For purposes of the foregoing, the following terms shall have the following meanings for purposes of this Section 9.0respective meanings:

Reduction of Certain Payments. This Section 10.0 shall apply to the Executive only if and to the extent that Section 4999 of the Code is applicable to the Executive. 10.1 (1) Anything in this Agreement to the contrary notwithstanding, if in the Accounting Firm (as defined below) shall determine event that the receipt of all Payments payments or distributions by the Company in the nature of compensation to or for Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (as defined below) of the Executive a “Payment”), would subject the Executive to the Excise Tax (as defined below)excise tax under Section 4999 of the Code, the accounting firm which audited the Company prior to the corporate transaction which results in the application of such excise tax (the “Accounting Firm Firm”) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. 10.2 (2) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Corporation Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 5(f) shall be binding upon made as soon as reasonably practicable and in no event later than sixty (60) days following the Corporation, its Affiliates date of termination or such earlier date as requested by the Company and the Executive. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes Company. (3) As a result of reducing the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement Payments which should not have been so paid or distributed (the “Overpayment”) or that additional amounts which will have not been paid or distributed by the Parachute Value Company to or for the benefit of all PaymentsExecutive pursuant to this Agreement could have been so paid or distributed (the “Underpayment”), in each case, consistent with the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction calculation of the amounts payable Reduced Amount hereunder, if applicable, shall be made by reducing . In the Agreement Payments event that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To , based upon the extent requested assertion of a deficiency by the Executive, Internal Revenue Service against either the Corporation and its Affiliates shall cooperate with the Company or Executive in good faith in valuing, and which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, Executive shall take into account pay any such Overpayment to the value of, services Company together with interest at the applicable federal rate provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change for in ownership or control of the Corporation (within the meaning of Q&A-2(bSection 7872(f)(2) of the final regulations Code; provided, however, that no amount shall be payable by Executive to the Company if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 1 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G 4999 of the Code and/or exempt from or generate a refund of such taxes. In the definition event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to or for the benefit of Executive together with interest at the term “parachute payment” within the meaning of Q&A-2(aapplicable federal rate provided for in Section 7872(f)(2) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The (4) For purposes hereof, the following terms shall have the following meanings for purposes set forth below: (i) “Reduced Amount” shall mean the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Payments pursuant to this Section 9.0:5(g) and (ii) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as Executive certifies, in Executive’s sole discretion, as likely to apply to him in the relevant tax year(s).

Reduction of Certain Payments. This Section 10.0 shall apply Notwithstanding anything to the contrary in this Agreement, in any other agreement between Executive only and the Company or any plan maintained by the Company, if and there is a 280G Change in Control (as defined in Section 10A(e)(i) below), the following rules shall apply: (a) Except as otherwise provided in Section 10A(c) below, if it is determined in accordance with Section 10A(d) below that any portion of the Contingent Compensation Payments (as defined in 10A(e)(ii) below) that otherwise would be paid or provided to Executive or for his benefit in connection with the 280G Change in Control would be subject to the extent that excise tax imposed under Section 4999 of the Code is applicable to the Executive. 10.1 Anything in this Agreement to the contrary notwithstanding, if the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) of the Executive would subject the Executive to the “Excise Tax (as defined belowTax”), the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement then such Contingent Compensation Payments shall be so reduced only if by the Accounting Firm determines that smallest total amount necessary in order for the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. 10.2 If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value present value of all Paymentssuch Contingent Compensation Payments after such reduction, as determined in the aggregate, equals the Safe Harbor Amount, the Corporation shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 shall be binding upon the Corporation, its Affiliates and the Executive. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To the extent requested by the Executive, the Corporation and its Affiliates shall cooperate accordance with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date applicable provisions of a change in ownership or control of the Corporation (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G of the Code and/or exempt from and the definition regulations issued thereunder, not to exceed the Excise Tax Threshold Amount (as defined in Section 10A(e)(iii) below). (b) If the Auditor (as defined in Section 10A(d) below) determines that any reduction is so required, the Payments to be reduced, and the reduction to be made to such Payments, shall be determined by the Auditor in its sole discretion in a manner which will result in the least economic cost to Executive, and if the reduction with respect to two or more Payments would result in equivalent economic cost to Executive, such Payments shall be reduced in the inverse chronological order of the term “parachute payment” within dates on which such Payments were otherwise scheduled to be made to Executive, until the meaning of Q&A-2(arequired reduction has been fully achieved. (c) Notwithstanding the foregoing, no reduction in any of the Treasury Regulations under Executive’s Contingent Compensation Payments shall be made pursuant to Section 280G of the Code 10A(a) above if it is determined in accordance with Q&A-5(aSection 10A(d) below that the After Tax Amount of the Treasury Regulations Contingent Compensation Payments payable to Executive without such reduction would exceed the After Tax Amount of the reduced Contingent Compensation Payments payable to Executive in accordance with Section 10A(a) above. For purposes of the foregoing, (x) the “After Tax Amount” of the Contingent Compensation Payments, as computed with, and as computed without, the reduction provided for under Section 10A(a) above, shall mean the amount of the Contingent Compensation Payments, as so computed, that Executive would retain after payment of all taxes (including without limitation any federal, state or local income taxes, the Excise Tax or any other excise taxes, any Medicare or other employment taxes, and any other taxes) imposed on such Contingent Compensation Payments in the year or years in which payable; and (y) the amount of such taxes shall be computed at the rates in effect under the applicable tax laws in the year in which the 280G Change in Control occurs, or if then ascertainable, the rates in effect in any later year in which any Contingent Compensation Payment is expected to be paid following the 280G Change in Control, and in the case of any income taxes, by using the maximum combined federal, state and (if applicable) local income tax rates then in effect under such laws. (d) A determination as to whether any Excise Tax is payable with respect to Executive’s Contingent Compensation Payments and if so, as to the amount thereof, and a determination as to whether any reduction in Executive’s Contingent Compensation Payments is required pursuant to the provisions of Sections 10A(a) and 10A(c) above, and if so, as to the amount of the Codereduction so required, shall be made by no later than fifteen (15) days prior to the closing of the transaction or the occurrence of the event that constitutes the 280G Change in Control. Such determinations, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent auditor (the “Auditor”) jointly selected by Executive and the Company, all of whose fees and expenses shall be borne and directly paid solely by the Company. The Auditor shall be a nationally recognized public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company or any of its affiliates. If Executive and the Company cannot agree on the firm to serve as the Auditor, then Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor, all of whose fees and expenses shall be borne and directly paid solely by the Company. The Auditor shall provide a written report of its determinations, including detailed supporting calculations, both to Executive and to the Company. The determinations made by the Auditor pursuant to this Section 10A(d) shall be binding upon Executive and the Company. 10.4 The (e) For purposes of the foregoing, the following terms shall have the following meanings for purposes of this Section 9.0respective meanings:

Reduction of Certain Payments. This Section 10.0 shall apply Notwithstanding anything to the contrary in this Agreement, in any other agreement between Executive only and the Company or any plan maintained by the Company, if and there is a Section 280G Change in Control (as defined in Section 10A(e)(i) below), the following rules shall apply: (a) Except as otherwise provided in Section 10A(c) below, if it is determined in accordance with Section 10A(d) below that any portion of the Contingent Compensation Payments (as defined in 10A(e)(ii) below) that otherwise would be paid or provided to Executive or for his benefit in connection with the 280G Change in Control would be subject to the extent that Section excise tax imposed under section 4999 of the Code is applicable to (“Excise Tax”), then such Contingent Compensation Payments shall be reduced by the Executive. 10.1 Anything smallest total amount necessary in this Agreement to order for the contrary notwithstanding, if the Accounting Firm (as defined below) shall determine that receipt aggregate present value of all such Contingent Compensation Payments (after such reduction, as defined below) determined in accordance with the applicable provisions of section 280G of the Executive would subject Code and the Executive regulations issued thereunder, not to exceed the Excise Tax (as defined below), the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Threshold Amount (as defined in Section 10A(e)(iii) below). The Agreement . (b) If the Auditor (as defined in Section 10A(d) below) determines that any reduction is so required, the Payments to be reduced, and the reduction to be made to such Payments, shall be determined by the Auditor in its sole discretion in a manner which will result in the least economic cost to Executive, and if the reduction with respect to two or more Payments would result in equivalent economic cost to Executive, such Payments shall be so reduced only in the inverse chronological order of the dates on which such Payments were otherwise scheduled to be made to Executive, until the required reduction has been fully achieved. (c) No reduction in any of the Executive’s Contingent Compensation Payments shall be made pursuant to Section 10A(a) above if the Accounting Firm determines it is determined in accordance with Section 10A(d) below that the Executive would have a greater Net After-After Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. 10.2 If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Corporation shall promptly give the Executive notice to that effect and a copy Amount of the detailed calculation thereof. All determinations made by Contingent Compensation Payments payable to Executive without such reduction would exceed the Accounting Firm under this Section 10.0 shall be binding upon the Corporation, its Affiliates and the Executive. All reasonable fees and expenses After Tax Amount of the Accounting Firm shall be borne solely by the Corporationreduced Contingent Compensation Payments payable to him in accordance with Section 10A(a) above. For purposes of reducing the Agreement Payments foregoing, (x) the “After Tax Amount” of the Contingent Compensation Payments, as computed with, and as computed without, the reduction provided for under Section 10A(a) above, shall mean the amount of the Contingent Compensation Payments, as so computed, that the Parachute Value Executive would retain after payment of all Paymentstaxes (including without limitation any federal, state or local income taxes, the Excise Tax or any other excise taxes, any medicare or other employment taxes, and any other taxes) imposed on such Contingent Compensation Payments in the aggregate, equals year or years in which payable; and (y) the Safe Harbor Amount, only amounts payable amount of such taxes shall be computed at the rates in effect under the Agreement applicable tax laws in the year in which the 280G Change in Control occurs, or if then ascertainable, the rates in effect in any later year in which any Contingent Compensation Payment is expected to be paid following the 280G Change in Control, and in the case of any income taxes, by using the maximum combined federal, state and (if applicable) local income tax rates then in effect under such laws. (d) A determination as to whether any Excise Tax is payable with respect to Executive’s Contingent Compensation Payments and no other Paymentsif so, as to the amount thereof, and a determination as to whether any reduction in Executive’s Contingent Compensation Payments is required pursuant to the provisions of Sections 10A(a) shall be reduced. The reduction and 10A(c) above, and if so, as to the amount of the amounts payable hereunder, if applicablereduction so required, shall be made by reducing no later than 15 days prior to the Agreement Payments closing of the transaction or the occurrence of the event that have a Parachute Value constitutes the 280G Change in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To the extent requested by the Executive, the Corporation and its Affiliates shall cooperate with the Executive in good faith in valuingControl. Such determinations, and the Accounting Firm shall take into account the value of, services provided or assumptions to be provided utilized in arriving at such determinations, shall be made by an independent auditor (the “Auditor”) jointly selected by Executive and the Company, all of whose fees and expenses shall be borne and directly paid solely by the Executive (includingCompany. The Auditor shall be a nationally recognized public accounting firm which has not, without limitation, during the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after two years preceding the date of a change its selection, acted in ownership or control any way on behalf of the Corporation Company or any of its affiliates. If Executive and the Company cannot agree on the firm to serve as the Auditor, then Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. The Auditor shall provide a written report of its determinations, including detailed supporting calculations, both to Executive and to the Company. The determinations made by the Auditor pursuant to this Section 10A(d) shall be binding upon Executive and the Company. (within the meaning of Q&A-2(be) For purposes of the final regulations under Section 280G of foregoing, the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The following terms shall have the following meanings for purposes of this Section 9.0respective meanings:

Reduction of Certain Payments. This Section 10.0 shall apply Notwithstanding anything to the contrary in this Agreement, in any other agreement between Executive only and the Company or any plan maintained by the Company, if and there is a Section 280G Change in Control (as defined in Section 10A(e)(i) below), the following rules shall apply: (a) Except as otherwise provided in Section 10A(c) below, if it is determined in accordance with Section 10A(d) below that any portion of the Contingent Compensation Payments (as defined in 10A(e)(ii) below) that otherwise would be paid or provided to Executive or for her benefit in connection with the 280G Change in Control would be subject to the extent that excise tax imposed under Section 4999 of the Code is applicable to the Executive. 10.1 Anything in this Agreement to the contrary notwithstanding, if the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) of the Executive would subject the Executive to the “Excise Tax (as defined belowTax”), the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement then such Contingent Compensation Payments shall be so reduced only if by the Accounting Firm determines that smallest total amount necessary in order for the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. 10.2 If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value present value of all Paymentssuch Contingent Compensation Payments after such reduction, as determined in the aggregate, equals the Safe Harbor Amount, the Corporation shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 shall be binding upon the Corporation, its Affiliates and the Executive. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To the extent requested by the Executive, the Corporation and its Affiliates shall cooperate accordance with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date applicable provisions of a change in ownership or control of the Corporation (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G of the Code and/or exempt from and the definition regulations issued thereunder, not to exceed the Excise Tax Threshold Amount (as defined in Section 10A(e)(iii) below). (b) If the Auditor (as defined in Section 10A(d) below) determines that any reduction is so required, the Payments to be reduced, and the reduction to be made to such Payments, shall be determined by the Auditor in its sole discretion in a manner which will result in the least economic cost to Executive, and if the reduction with respect to two or more Payments would result in equivalent economic cost to Executive, such Payments shall be reduced in the inverse chronological order of the term “parachute payment” within dates on which such Payments were otherwise scheduled to be made to Executive, until the meaning of Q&A-2(arequired reduction has been fully achieved. (c) Notwithstanding the foregoing, no reduction in any of the Treasury Regulations under Executive’s Contingent Compensation Payments shall be made pursuant to Section 280G of the Code 10A(a) above if it is determined in accordance with Q&A-5(aSection 10A(d) below that the After Tax Amount of the Treasury Regulations Contingent Compensation Payments payable to Executive without such reduction would exceed the After Tax Amount of the reduced Contingent Compensation Payments payable to her in accordance with Section 10A(a) above. For purposes of the foregoing, (x) the “After Tax Amount” of the Contingent Compensation Payments, as computed with, and as computed without, the reduction provided for under Section 10A(a) above, shall mean the amount of the Contingent Compensation Payments, as so computed, that Executive would retain after payment of all taxes (including without limitation any federal, state or local income taxes, the Excise Tax or any other excise taxes, any medicare or other employment taxes, and any other taxes) imposed on such Contingent Compensation Payments in the year or years in which payable; and (y) the amount of such taxes shall be computed at the rates in effect under the applicable tax laws in the year in which the 280G Change in Control occurs, or if then ascertainable, the rates in effect in any later year in which any Contingent Compensation Payment is expected to be paid following the 280G Change in Control, and in the case of any income taxes, by using the maximum combined federal, state and (if applicable) local income tax rates then in effect under such laws. (d) A determination as to whether any Excise Tax is payable with respect to Executive’s Contingent Compensation Payments and if so, as to the amount thereof, and a determination as to whether any reduction in Executive’s Contingent Compensation Payments is required pursuant to the provisions of Sections 10A(a) and 10A(c) above, and if so, as to the amount of the Codereduction so required, shall be made by no later than 15 days prior to the closing of the transaction or the occurrence of the event that constitutes the 280G Change in Control. Such determinations, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent auditor (the “Auditor”) jointly selected by Executive and the Company, all of whose fees and expenses shall be borne and directly paid solely by the Company. The Auditor shall be a nationally recognized public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company or any of its affiliates. If Executive and the Company cannot agree on the firm to serve as the Auditor, then Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. The Auditor shall provide a written report of its determinations, including detailed supporting calculations, both to Executive and to the Company. The determinations made by the Auditor pursuant to this Section 10A(d) shall be binding upon Executive and the Company. 10.4 The (e) For purposes of the foregoing, the following terms shall have the following meanings for purposes of this Section 9.0respective meanings:

Reduction of Certain Payments. This Section 10.0 shall apply to the Executive only if and to the extent that Section 4999 of the Code is applicable to the Executive. 10.1 (1) Anything in this Agreement to the contrary notwithstanding, if in the Accounting Firm (as defined below) shall determine event that the receipt of all Payments payments or distributions by the Company in the nature of compensation to or for Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (as defined below) of the Executive a “Payment”), would subject the Executive to the Excise Tax (as defined below)excise tax under Section 4999 of the Code, the accounting firm which audited the Company prior to the corporate transaction which results in the application of such excise tax (the “Accounting Firm Firm”) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. 10.2 (2) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Corporation Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 5(f) shall be binding upon made as soon as reasonably practicable and in no event later than sixty (60) days following the Corporation, its Affiliates date of termination or such earlier date as requested by the Company and the Executive. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes Company. (3) As a result of reducing the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement Payments which should not have been so paid or distributed (the “Overpayment”) or that additional amounts which will have not been paid or distributed by the Parachute Value Company to or for the benefit of all PaymentsExecutive pursuant to this Agreement could have been so paid or distributed (the “Underpayment”), in each case, consistent with the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction calculation of the amounts payable Reduced Amount hereunder, if applicable, shall be made by reducing . In the Agreement Payments event that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To , based upon the extent requested assertion of a deficiency by the Executive, Internal Revenue Service against either the Corporation and its Affiliates shall cooperate with the Company or Executive in good faith in valuing, and which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, Executive shall take into account pay any such Overpayment to the value of, services Company together with interest at the applicable federal rate provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change for in ownership or control of the Corporation (within the meaning of Q&A-2(bSection 7872(f)(2) of the final regulations Code; provided, however, that no amount shall be payable by Executive to the Company if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 1 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G 4999 of the Code and/or exempt from or generate a refund of such taxes. In the definition event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to or for the benefit of Executive together with interest at the term “parachute payment” within the meaning of Q&A-2(aapplicable federal rate provided for in Section 7872(f)(2) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The (4) For purposes hereof, the following terms shall have the following meanings for purposes set forth below: (i) “Reduced Amount” shall mean the greatest amount of this Payments that can be paid that would not result in the imposition of the excise tax under Section 9.0:4999 of the Code if the Accounting

Reduction of Certain Payments. This Section 10.0 shall apply to the Executive only if and to the extent that Section 4999 of the Code is applicable to the Executive. 10.1 (1) Anything in this Agreement to the contrary notwithstanding, if in the Accounting Firm (as defined below) shall determine event that the receipt of all Payments payments or distributions by the Company in the nature of compensation to or for Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (as defined below) of the Executive a “Payment”), would subject the Executive to the Excise Tax (as defined below)excise tax under Section 4999 of the Code, the accounting firm which audited the Company prior to the corporate transaction which results in the application of such excise tax (the “Accounting Firm Firm”) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. 10.2 (2) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Corporation Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 5(g) shall be binding upon made as soon as reasonably practicable and in no event later than sixty (60) days following the Corporation, its Affiliates date of termination or such earlier date as requested by the Company and the Executive. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes Company. (3) As a result of reducing the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement Payments which should not have been so paid or distributed (the “Overpayment”) or that additional amounts which will have not been paid or distributed by the Parachute Value Company to or for the benefit of all PaymentsExecutive pursuant to this Agreement could have been so paid or distributed (the “Underpayment”), in each case, consistent with the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction calculation of the amounts payable Reduced Amount hereunder, if applicable, shall be made by reducing . In the Agreement Payments event that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To , based upon the extent requested assertion of a deficiency by the Executive, Internal Revenue Service against either the Corporation and its Affiliates shall cooperate with the Company or Executive in good faith in valuing, and which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, Executive shall take into account pay any such Overpayment to the value of, services Company together with interest at the applicable federal rate provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change for in ownership or control of the Corporation (within the meaning of Q&A-2(bSection 7872(f)(2) of the final regulations Code; provided, however, that no amount shall be payable by Executive to the Company if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 1 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G 4999 of the Code and/or exempt from or generate a refund of such taxes. In the definition event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to or for the benefit of Executive together with interest at the term “parachute payment” within the meaning of Q&A-2(aapplicable federal rate provided for in Section 7872(f)(2) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The (4) For purposes hereof, the following terms shall have the following meanings for purposes set forth below: (i) “Reduced Amount” shall mean the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Payments pursuant to this Section 9.0:5(g) and (ii) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as Executive certifies, in Executive’s sole discretion, as likely to apply to him in the relevant tax year(s).

Reduction of Certain Payments. This Section 10.0 shall apply to the Executive only if and to the extent that Section 4999 of the Code is applicable to the Executive. 10.1 (1) Anything in this Agreement to the contrary notwithstanding, if in the Accounting Firm (as defined below) shall determine event that the receipt of all Payments payments or distributions by the Company in the nature of compensation to or for Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (as defined below) of the Executive a “Payment”), would subject the Executive to the Excise Tax (as defined below)excise tax under Section 4999 of the Code, the accounting firm which audited the Company prior to the corporate transaction which results in the application of such excise tax (the “Accounting Firm Firm”) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. 10.2 (2) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Corporation Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 5(f) shall be binding upon made as soon as reasonably practicable and in no event later than sixty (60) days following the Corporation, its Affiliates date of termination or such earlier date as requested by the Company and the Executive. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes Company. (3) As a result of reducing the Agreement Payments so that the Parachute Value of all Payments, uncertainty in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction application of Section 4999 of the amounts payable hereunder, if applicable, shall be made Code at the time of the initial determination by reducing the Agreement Payments that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To the extent requested by the Executive, the Corporation and its Affiliates shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value ofhereunder, services provided it is possible that amounts will have been paid or to be provided distributed by the Company to or for the benefit of Executive pursuant to this Agreement which should not have been so paid or distributed (including, without limitationthe “Overpayment”) 10 (4) For purposes hereof, the Executive’s agreeing following terms have the meanings set forth below: (i) “Reduced Amount” shall mean the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to refrain from performing services reduce Payments pursuant to a covenant not to compete or similar covenant, before, on or after this Section 5(g) and (ii) “Net After- Tax Receipt” shall mean the date of a change present value (as determined in ownership or control of the Corporation (within the meaning of Q&A-2(baccordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the final regulations Code) of a Payment net of all taxes imposed on Executive with respect thereto under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 Sections 1 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G 4999 of the Code and/or exempt from and under applicable state and local laws, determined by applying the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the Treasury Regulations highest marginal rate under Section 280G 1 of the Code and under state and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as Executive certifies, in accordance with Q&A-5(a) of Executive’s sole discretion, as likely to apply to him in the Treasury Regulations under Section 280G of the Coderelevant tax year(s). 10.4 The following terms shall have the following meanings for purposes of this Section 9.0:

Reduction of Certain Payments. This Section 10.0 shall apply to the Executive only if and to the extent that Section 4999 of the Code is applicable to the Executive. 10.1 (1) Anything in this Agreement to the contrary notwithstanding, if in the Accounting Firm (as defined below) shall determine event that the receipt of all Payments payments or distributions by the Company in the nature of compensation to or for Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (as defined below) of the Executive a “Payment”), would subject the Executive to the Excise Tax (as defined below)excise tax under Section 4999 of the Code, the accounting firm which audited the Company prior to the corporate transaction which results in the application of such excise tax (the “Accounting Firm Firm”) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. 10.2 (2) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Corporation Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 5(g) shall be binding upon made as soon as reasonably practicable and in no event later than sixty (60) days following the Corporation, its Affiliates date of termination or such earlier date as requested by the Company and the Executive. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes Company. (3) As a result of reducing the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the DOCS\147998301.14 benefit of Executive pursuant to this Agreement Payments which should not have been so paid or distributed (the “Overpayment”) or that additional amounts which will have not been paid or distributed by the Parachute Value Company to or for the benefit of all PaymentsExecutive pursuant to this Agreement could have been so paid or distributed (the “Underpayment”), in each case, consistent with the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction calculation of the amounts payable Reduced Amount hereunder, if applicable, shall be made by reducing . In the Agreement Payments event that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To , based upon the extent requested assertion of a deficiency by the Executive, Internal Revenue Service against either the Corporation and its Affiliates shall cooperate with the Company or Executive in good faith in valuing, and which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, Executive shall take into account pay any such Overpayment to the value of, services Company together with interest at the applicable federal rate provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change for in ownership or control of the Corporation (within the meaning of Q&A-2(bSection 7872(f)(2) of the final regulations Code; provided, however, that no amount shall be payable by Executive to the Company if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 1 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G 4999 of the Code and/or exempt from or generate a refund of such taxes. In the definition event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to or for the benefit of Executive together with interest at the term “parachute payment” within the meaning of Q&A-2(aapplicable federal rate provided for in Section 7872(f)(2) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The (4) For purposes hereof, the following terms shall have the following meanings for purposes set forth below: (i) “Reduced Amount” shall mean the greatest amount of this Payments that can be paid that would not result in the imposition of the excise tax under Section 9.0:4999 of the Code if the Accounting Firm determines to reduce Payments pursuant to this

Reduction of Certain Payments. This Section 10.0 shall apply to the Executive only if and to the extent that Section 4999 of the Code is applicable to the Executive. 10.1 Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, in any other agreement between Executive and the Company or any plan maintained by the Company, if the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) of the Executive would subject the Executive to the Excise Tax there is a 280G Change in Control (as defined below), the Accounting Firm following rules shall determine whether to reduce apply (capitalized terms used but not previously defined are defined in Section 11(e) below): (a) Except as otherwise provided in Section 11(c) below, if it is determined in accordance with Section 11(d) below that any portion of the Contingent Compensation Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) that otherwise would be paid or provided to Executive or for his benefit in connection with the 280G Change in Control would be subject to the excise tax imposed under Section 4999 of the Code (“Excise Tax”), then such Contingent Compensation Payments shall be reduced by the smallest total amount necessary in order for the aggregate present value of all Paymentssuch Contingent Compensation Payments after such reduction, as determined in accordance with the aggregateapplicable provisions of Section 280G of the Code and the regulations issued thereunder, equals not to exceed the Safe Harbor Excise Tax Threshold Amount (as defined below). The Agreement Payments shall be so reduced only if . (b) If the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt Auditor (as defined below) of aggregate determines that any reduction is so required, the Contingent Compensation Payments to be reduced, and the reduction to be made to such Contingent Compensation Payments, shall be determined by the Auditor in its sole discretion in a manner which will result in the least economic cost to Executive, and if the Agreement reduction with respect to two or more Contingent Compensation Payments would result in equivalent economic cost to Executive, such Contingent Compensation Payments shall be reduced in the inverse chronological order of the dates on which such Contingent Compensation Payments were so reduced. If otherwise scheduled to be made to Executive, until the Accounting Firm determines required reduction has been fully achieved. (c) Notwithstanding the foregoing, no reduction in any of Executive’s Contingent Compensation Payments shall be made pursuant to Section 11(a) above if it is determined in accordance with Section 11(d) below that the Executive would not have a greater Net After-After Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. 10.2 If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Corporation shall promptly give the Executive notice to that effect and a copy Amount of the detailed calculation thereof. All determinations made by Contingent Compensation Payments payable to Executive without such reduction would exceed the Accounting Firm under this Section 10.0 shall be binding upon the Corporation, its Affiliates and the Executive. All reasonable fees and expenses After Tax Amount of the Accounting Firm shall be borne solely by the Corporationreduced Contingent Compensation Payments payable to Executive in accordance with Section 11(a) above. For purposes of reducing the Agreement Payments foregoing, (x) the “After Tax Amount” of the Contingent Compensation Payments, as computed with, and as computed without, the reduction provided for under Section 11(a) above, shall mean the amount of the Contingent Compensation Payments, as so computed, that the Parachute Value Executive would retain after payment of all Paymentstaxes (including without limitation any federal, state or local income taxes, the Excise Tax or any other excise taxes, any Medicare or other employment taxes, and any other taxes) imposed on such Contingent Compensation Payments in the aggregate, equals year or years in which payable; and (y) the Safe Harbor Amount, only amounts payable amount of such taxes shall be computed at the rates in effect under the Agreement applicable tax laws in the year in which the 280G Change in Control occurs, or if then ascertainable, the rates in effect in any later year in which any Contingent Compensation Payment is expected to be paid following the 280G Change in Control, and in the case of any income taxes, by using the maximum combined federal, state and (if applicable) local income tax rates then in effect under such laws. (d) A determination as to whether any Excise Tax is payable with respect to Executive’s Contingent Compensation Payments and no other Paymentsif so, as to the amount thereof, and a determination as to whether any reduction in Executive’s Contingent Compensation Payments is required pursuant to the provisions of Sections 11(a) shall be reduced. The reduction and 11(c) above, and if so, as to the amount of the amounts payable hereunder, if applicablereduction so required, shall be made by reducing no later than fifteen (15) days prior to the Agreement Payments closing of the transaction or the occurrence of the event that have a Parachute Value constitutes the 280G Change in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To the extent requested by the Executive, the Corporation and its Affiliates shall cooperate with the Executive in good faith in valuingControl. Such determinations, and the Accounting Firm shall take into account the value of, services provided or assumptions to be provided utilized in arriving at such determinations, shall be made by an independent auditor (the “Auditor”) jointly selected by Executive and the Company, all of whose fees and expenses shall be borne and directly paid solely by the Executive (includingCompany. The Auditor shall be a nationally recognized public accounting firm which has not, without limitation, during the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after two years preceding the date of a change its selection, acted in ownership or control any way on behalf of the Corporation Company or any of its affiliates. If Executive and the Company cannot agree on the firm to serve as the Auditor, then Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor, all of whose fees and expenses shall be borne and directly paid solely by the Company. The Auditor shall provide a written report of its determinations, including detailed supporting calculations, both to Executive and to the Company. The determinations made by the Auditor pursuant to this Section 11(d) shall be binding upon Executive and the Company. (within the meaning of Q&A-2(be) For purposes of the final regulations under Section 280G of foregoing, the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The following terms shall have the following meanings for purposes of this Section 9.0respective meanings:

Reduction of Certain Payments. This Section 10.0 shall apply to the Executive only if and to the extent that Section 4999 of the Code is applicable to the Executive. 10.1 (a) Anything in this Agreement to the contrary notwithstanding, if in the Accounting Firm event that (as defined belowi) shall determine there is a transaction described in Section 15(b) (including, for the sake of clarity, that such transaction occurs prior to the Employment Effective Date), and (ii) the receipt of all Payments payments or distributions by the Company in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (as defined below) of the Executive a “Payment”), would subject the Executive to the Excise Tax excise tax under Section 4999 of the Code, the accounting firm which audited the Company prior to the corporate transaction which results in the application of such excise tax, or another nationally known accounting or employee benefits consulting firm selected by the Company prior to the corporate transaction (as defined belowthe “Accounting Firm”), the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. 10.2 (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Corporation Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 15 shall be binding upon made as soon as reasonably practicable and in no event later than sixty (60) days following the Corporation, its Affiliates date of termination or such earlier date as requested by the Company and the Executive. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes Company. (c) As a result of reducing the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement Payments which should not have been so paid or distributed (the “Overpayment”) or that additional amounts which will have not been paid or distributed by the Parachute Value Company to or for the benefit of all Paymentsthe Executive pursuant to this Agreement could have been so paid or distributed (the “Underpayment”), in each case, consistent with the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction calculation of the amounts payable Reduced Amount hereunder, if applicable, shall be made by reducing . In the Agreement Payments event that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To , based upon the extent requested assertion of a deficiency by the Executive, Internal Revenue Service against either the Corporation and its Affiliates shall cooperate with Company or the Executive in good faith in valuing, and which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, the Executive shall take into account pay any such Overpayment to the value ofCompany, services together with interest at the applicable federal rate provided or to for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be provided payable by the Executive (including, without limitation, to the Executive’s agreeing Company if and to refrain from performing services pursuant the extent such payment would not either reduce the amount on which the Executive is subject to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Corporation (within the meaning of Q&A-2(b) of the final regulations tax under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 1 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G 4999 of the Code and/or exempt from or generate a refund of such taxes. In the definition event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to or for the benefit of the term “parachute payment” within Executive together with interest at the meaning of Q&A-2(aapplicable federal rate provided for in Section 7872(f)(2) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The (d) For purposes hereof, the following terms shall have the following meanings for purposes set forth below: (i) “Reduced Amount” shall mean the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Payments pursuant to this Section 9.0:15 and (ii) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Section 280G(b)(2)(A)(ii) and Section 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Section 1 and Section 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Executive certifies, in the Executive’s sole discretion, as likely to apply to him in the relevant tax year(s).

Reduction of Certain Payments. This Section 10.0 shall apply to the Executive only if and to the extent that Section 4999 of the Code is applicable to the Executive. 10.1 (i) Anything in this Agreement Plan to the contrary notwithstanding, if in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) of the Executive would subject the Executive Designated Employee to the Excise Tax (as defined below)Tax, the Accounting Firm shall determine whether to reduce any of the Plan Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below)Reduced Amount. The Agreement Plan Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive Designated Employee would have retain a greater Net Aftervalue of benefit on an after-Tax Receipt (as defined below) of aggregate Payments tax basis than if the Agreement Plan Payments were not so reduced. If the Accounting Firm determines that the Executive would such a determination is not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reducedmade, the Executive Designated Employee shall receive all Agreement Plan Payments to which the Executive he or she is entitled hereunderunder this Plan. 10.2 (ii) If the Accounting Firm determines that aggregate Agreement Plan Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Corporation Company shall promptly give the Executive Designated Employee notice to that effect and a copy of the detailed calculation thereof, and the Company shall determine which of the Plan Payments shall be eliminated or reduced (as long as after such election the Value of the aggregate Plan Payments equals the Reduced Amount) and shall notify the Designated Employee promptly of such election. All determinations made by the Accounting Firm under this Section 10.0 3.2(i) and shall be binding upon the Corporation, its Affiliates Company and the Executive. All reasonable fees Designated Employee and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing within sixty (60) days of a termination of employment of the Agreement Designated Employee. As promptly as practicable following such determination, the Company shall pay to or distribute for the benefit of the Designated Employee such Plan Payments that have a Parachute Value as are then due to the Designated Employee under this Plan and shall promptly pay to or distribute for the benefit of the Designated Employee in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are future such Plan Payments as become due to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determinationTier Employee under this Plan. 10.3 To the extent requested by the Executive, the Corporation and its Affiliates shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Corporation (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The following terms shall have the following meanings for purposes of this Section 9.0:

Reduction of Certain Payments. This Section 10.0 shall apply to the Executive only if and to the extent that Section 4999 of the Code is applicable to the Executive. 10.1 (1) Anything in this Agreement to the contrary notwithstanding, if in the Accounting Firm (as defined below) shall determine event that the receipt of all Payments payments or distributions by the Company in the nature of compensation to or for Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (as defined below) of the Executive a “Payment”), would subject the Executive to the Excise Tax (as defined below)excise tax under Section 4999 of the Code, the accounting firm which audited the Company prior to the corporate transaction which results in the application of such excise tax (the “Accounting Firm Firm”) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. 10.2 (2) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Corporation Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 5(f) shall be binding upon made as soon as reasonably practicable and in no event later than sixty (60) days following the Corporation, its Affiliates date of termination or such earlier date as requested by the Company and the Executive. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes Company. (3) As a result of reducing the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement Payments which should not have been so paid or distributed (the “Overpayment”) or that additional amounts which will have not been paid or distributed by the Parachute Value Company to or for the benefit of all PaymentsExecutive pursuant to this Agreement could have been so paid or distributed (the “Underpayment”), in each case, consistent with the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction calculation of the amounts payable Reduced Amount hereunder, if applicable, shall be made by reducing . In the Agreement Payments event that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To , based upon the extent requested assertion of a deficiency by the Executive, Internal Revenue Service against either the Corporation and its Affiliates shall cooperate with the Company or Executive in good faith in valuing, and which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, Executive shall take into account pay any such Overpayment to the value of, services Company together with interest at the applicable federal rate provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change for in ownership or control of the Corporation (within the meaning of Q&A-2(bSection 7872(f)(2) of the final regulations Code; provided, however, that no amount shall be payable by Executive to the Company if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 1 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G 4999 of the Code and/or exempt from or generate a refund of such taxes. In the definition event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to or for the benefit of Executive together with interest at the term “parachute payment” within the meaning of Q&A-2(aapplicable federal rate provided for in Section 7872(f)(2) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The (4) For purposes hereof, the following terms shall have the following meanings for purposes set forth below: (i) “Reduced Amount” shall mean the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Payments pursuant to this Section 9.0:5(g) and (ii) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as Executive certifies, in Executive’s sole discretion, as likely to apply to him in the relevant tax year(s).

Reduction of Certain Payments. This Section 10.0 shall apply Notwithstanding anything to the contrary in this Agreement, in any other agreement between Executive only and the Company or any plan maintained by the Company, if and there is a Section 280G Change in Control (as defined in Section 11A(e)(i) below), the following rules shall apply: (a) Except as otherwise provided in Section 11A(c) below, if it is determined in accordance with Section 11A(d) below that any portion of the Contingent Compensation Payments (as defined in 11A(e)(ii) below) that otherwise would be paid or provided to Executive or for his benefit in connection with the 280G Change in Control would be subject to the extent that Section excise tax imposed under section 4999 of the Code is applicable to (“Excise Tax”), then such Contingent Compensation Payments shall be reduced by the Executive. 10.1 Anything smallest total amount necessary in this Agreement to order for the contrary notwithstanding, if the Accounting Firm (as defined below) shall determine that receipt aggregate present value of all such Contingent Compensation Payments (after such reduction, as defined below) determined in accordance with the applicable provisions of section 280G of the Executive would subject Code and the Executive regulations issued thereunder, not to exceed the Excise Tax (as defined below), the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Threshold Amount (as defined in Section 11A(e)(iii) below). The Agreement . (b) If the Auditor (as defined in Section 11A(d) below) determines that any reduction is so required, the Payments to be reduced, and the reduction to be made to such Payments, shall be determined by the Auditor in its sole discretion in a manner which will result in the least economic cost to Executive, and if the reduction with respect to two or more Payments would result in equivalent economic cost to Executive, such Payments shall be so reduced only in the inverse chronological order of the dates on which such Payments were otherwise scheduled to be made to Executive, until the required reduction has been fully achieved. (c) No reduction in any of the Executive’s Contingent Compensation Payments shall be made pursuant to Section 11A(a) above if the Accounting Firm determines it is determined in accordance with Section 11A(d) below that the Executive would have a greater Net After-After Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. 10.2 If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Corporation shall promptly give the Executive notice to that effect and a copy Amount of the detailed calculation thereof. All determinations made by Contingent Compensation Payments payable to Executive without such reduction would exceed the Accounting Firm under this Section 10.0 shall be binding upon the Corporation, its Affiliates and the Executive. All reasonable fees and expenses After Tax Amount of the Accounting Firm shall be borne solely by the Corporationreduced Contingent Compensation Payments payable to him in accordance with Section 11A(a) above. For purposes of reducing the Agreement Payments foregoing, (x) the “After Tax Amount” of the Contingent Compensation Payments, as computed with, and as computed without, the reduction provided for under Section 11A(a) above, shall mean the amount of the Contingent Compensation Payments, as so computed, that the Parachute Value Executive would retain after payment of all Paymentstaxes (including without limitation any federal, state or local income taxes, the Excise Tax or any other excise taxes, any medicare or other employment taxes, and any other taxes) imposed on such Contingent Compensation Payments in the aggregate, equals year or years in which payable; and (y) the Safe Harbor Amount, only amounts payable amount of such taxes shall be computed at the rates in effect under the Agreement applicable tax laws in the year in which the 280G Change in Control occurs, or if then ascertainable, the rates in effect in any later year in which any Contingent Compensation Payment is expected to be paid following the 280G Change in Control, and in the case of any income taxes, by using the maximum combined federal, state and (if applicable) local income tax rates then in effect under such laws. (d) A determination as to whether any Excise Tax is payable with respect to Executive’s Contingent Compensation Payments and no other Paymentsif so, as to the amount thereof, and a determination as to whether any reduction in Executive’s Contingent Compensation Payments is required pursuant to the provisions of Sections 11A(a) shall be reduced. The reduction and 11A(c) above, and if so, as to the amount of the amounts payable hereunder, if applicablereduction so required, shall be made by reducing no later than 15 days prior to the Agreement Payments closing of the transaction or the occurrence of the event that have a Parachute Value constitutes the 280G Change in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To the extent requested by the Executive, the Corporation and its Affiliates shall cooperate with the Executive in good faith in valuingControl. Such determinations, and the Accounting Firm shall take into account the value of, services provided or assumptions to be provided utilized in arriving at such determinations, shall be made by an independent auditor (the “Auditor”) jointly selected by Executive and the Company, all of whose fees and expenses shall be borne and directly paid solely by the Executive (includingCompany. The Auditor shall be a nationally recognized public accounting firm which has not, without limitation, during the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after two years preceding the date of a change its selection, acted in ownership or control any way on behalf of the Corporation Company or any of its affiliates. If Executive and the Company cannot agree on the firm to serve as the Auditor, then Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. The Auditor shall provide a written report of its determinations, including detailed supporting calculations, both to Executive and to the Company. . The determinations made by the Auditor pursuant to this Section 11A(d) shall be binding upon Executive and the Company. (within the meaning of Q&A-2(be) For purposes of the final regulations under Section 280G of foregoing, the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The following terms shall have the following meanings for purposes of this Section 9.0respective meanings:

Reduction of Certain Payments. This Section 10.0 shall apply Notwithstanding anything to the contrary in this Agreement, in any other agreement between Executive only and the Company or any plan maintained by the Company, if and there is a Section 280G Change in Control (as defined in Section 10A(e)(i) below), the following rules shall apply: (a) Except as otherwise provided in Section 10A(c) below, if it is determined in accordance with Section 10A(d) below that any portion of the Contingent Compensation Payments (as defined in 10A(e)(ii) below) that otherwise would be paid or provided to Executive or for her benefit in connection with the 280G Change in Control would be subject to the extent that excise tax imposed under Section 4999 of the Code is applicable to the Executive. 10.1 Anything in this Agreement to the contrary notwithstanding, if the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) of the Executive would subject the Executive to the “Excise Tax (as defined belowTax”), the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement then such Contingent Compensation Payments shall be so reduced only if by the Accounting Firm determines that smallest total amount necessary in order for the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. 10.2 If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value present value of all Paymentssuch Contingent Compensation Payments after such reduction, as determined in the aggregate, equals the Safe Harbor Amount, the Corporation shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 shall be binding upon the Corporation, its Affiliates and the Executive. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To the extent requested by the Executive, the Corporation and its Affiliates shall cooperate accordance with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date applicable provisions of a change in ownership or control of the Corporation (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G of the Code and/or exempt from and the definition regulations issued thereunder, not to exceed the Excise Tax Threshold Amount (as defined in Section 10A(e)(iii) below). (b) If the Auditor (as defined in Section 10A(d) below) determines that any reduction is so required, the Payments to be reduced, and the reduction to be made to such Payments, shall be determined by the Auditor in its sole discretion in a manner which will result in the least economic cost to Executive, and if the reduction with respect to two or more Payments would result in equivalent economic cost to Executive, such Payments shall be reduced in the inverse chronological order of the term “parachute payment” within dates on which such Payments were otherwise scheduled to be made to Executive, until the meaning of Q&A-2(arequired reduction has been fully achieved. (c) Notwithstanding the foregoing, no reduction in any of the Treasury Regulations under Executive’s Contingent Compensation Payments shall be made pursuant to Section 280G of the Code 10A(a) above if it is determined in accordance with Q&A-5(aSection 10A(d) below that the After Tax Amount of the Treasury Regulations Contingent Compensation Payments payable to Executive without such reduction would exceed the After Tax Amount of the reduced Contingent Compensation Payments payable to her in accordance with Section 10A(a) above. For purposes of the foregoing, (x) the “After Tax Amount” of the Contingent Compensation Payments, as computed with, and as computed without, the reduction provided for under Section 10A(a) above, shall mean the amount of the Contingent Compensation Payments, as so computed, that Executive would retain after payment of all taxes (including without limitation any federal, state or local income taxes, the Excise Tax or any other excise taxes, any Medicare or other employment taxes, and any other taxes) imposed on such Contingent Compensation Payments in the year or years in which payable; and (y) the amount of such taxes shall be computed at the rates in effect under the applicable tax laws in the year in which the 280G Change in Control occurs, or if then ascertainable, the rates in effect in any later year in which any Contingent Compensation Payment is expected to be paid following the 280G Change in Control, and in the case of any income taxes, by using the maximum combined federal, state and (if applicable) local income tax rates then in effect under such laws. (d) A determination as to whether any Excise Tax is payable with respect to Executive’s Contingent Compensation Payments and if so, as to the amount thereof, and a determination as to whether any reduction in Executive’s Contingent Compensation Payments is required pursuant to the provisions of Sections 10A(a) and 10A(c) above, and if so, as to the amount of the Codereduction so required, shall be made by no later than 15 days prior to the closing of the transaction or the occurrence of the event that constitutes the 280G Change in Control. Such determinations, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent auditor (the “Auditor”) jointly selected by Executive and the Company, all of whose fees and expenses shall be borne and directly paid solely by the Company. The Auditor shall be a nationally recognized public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company or any of its affiliates. If Executive and the Company cannot agree on the firm to serve as the Auditor, then Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. The Auditor shall provide a written report of its determinations, including detailed supporting calculations, both to Executive and to the Company. The determinations made by the Auditor pursuant to this Section 10A(d) shall be binding upon Executive and the Company. 10.4 The (e) For purposes of the foregoing, the following terms shall have the following meanings for purposes of this Section 9.0respective meanings:

Reduction of Certain Payments. This Section 10.0 shall apply to the Executive only if and to the extent that Section 4999 of the Code is applicable to the Executive. 10.1 Anything in this Agreement to the contrary notwithstanding, if the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) of the Executive would subject the Executive to the Excise Tax (as defined below), the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. 10.2 If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Corporation shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10.0 shall be binding upon the Corporation, its Affiliates and the Executive. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Corporation. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that have a Parachute Value in the following order: first, non-cash benefits that do not constitute non-qualified deferred compensation, second, cash benefits that constitute non-qualified deferred compensation, third, non-cash benefits that constitute non-qualified deferred compensation, and fourth, cash benefits that constitute non-qualified deferred compensation, with benefits within each category reduced in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. 10.3 To the extent requested by the Executive, the Corporation and its Affiliates shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Corporation (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the Treasury Regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the Treasury Regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Treasury Regulations under Section 280G of the Code. 10.4 The following terms shall have the following meanings for purposes of this Section 9.0:be