Common use of Section 280G Gross-Up Clause in Contracts

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to Executive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), below. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. Notwithstanding any provisions in the Company’s 2004 Stock Option Plan, the following provisions shall apply with respect to Executive with respect to Section 280G of the Code and not the provisions of the Company’s 2004 Stock Option Plan. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in In the event it shall be determined that any payment or distribution by the Company undergoes a “Change in Ownership or its affiliated companies Control” (as defined below), the Company shall, within thirty (30) days after each date on which Executive becomes entitled to receive (whether or for the benefit of not then due) a Contingent Compensation Payment (as defined below) relating to such Change in Ownership or Control, determine and notify Executive (whether paid with reasonable detail regarding the basis for its determinations) (i) which of the payments or payable or distributed or distributable pursuant benefits due to the terms of Executive (under this Agreement or otherwise) following such Change in Ownership or Control constitute Contingent Compensation Payments, but determined without regard to any additional payments required under this Section 4(ii) (a "Payment") would be subject to the amount, if any, of the excise tax imposed by (the “Excise Tax”) payable pursuant to Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax Contingent Compensation Payment and (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as iii) the "Excise Tax"), then the Company shall pay to Executive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal (as defined below) due to Executive with respect to such Contingent Compensation Payment. Within thirty (30) days after delivery of such notice to Executive, Executive shall deliver a response to the Excise Tax imposed upon Company (the Payments. “Executive Response”) stating either (bA) Subject that he agrees with the Company’s determination pursuant to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at preceding sentence or (B) that he disagrees with such determination, in which case he shall indicate which payment and/or benefits should be made by an independent registered public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been characterized as a Contingent Compensation Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), below. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred Excise Tax with respect to such Contingent Compensation Payment and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company amount of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior Payment due to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due)Contingent Compensation Payment. If The amount and characterization of any item in the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company Response shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claimbe final; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business deliver an Executive Response on or before the required date, the Company’s initial determination shall be final. Within ninety (90) days of after the due date of termination of each Contingent Compensation Payment to Executive's employment, the Company may effect such reduction shall pay to Executive, in any manner it deems appropriate. (f) Any cash, the Gross-Up Payment made with respect to Executive such Contingent Compensation Payment, in the amount determined pursuant to this Section 4 shall be exempt from Code 18(a). (b) For purposes of this Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department18, the Internal Revenue Service or any judicial authority relating to following terms shall have the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as followsfollowing respective meanings: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. To the extent permitted by applicable law: (ai) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be is determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable after the date hereof pursuant to the terms of this Agreement or otherwiseotherwise (including without limitation any deferred compensation plans), but determined without regard to any additional payments required under this Section 47(k)(i) (a "“Payment") ”), would be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties with respect thereto are incurred by Executive with respect to any such excise tax (any such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the "Excise “Additional Tax"”), then the Executive shall be entitled to receive from the Company shall pay to Executive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), and any interest and penalties imposed with respect thereto, ) and Excise Additional Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Additional Tax imposed upon the Payments.; provided, however, that notwithstanding the foregoing provisions of this Section 7(k)(i), if it shall be determined that Executive is entitled to a Gross-Up Payment, but that the amount of the aggregate Payments is less than 110% of the product of (A) three (3) times (B) the Executive’s Base Amount (as such term is defined in Section 280G of the Code), then no Gross-Up Payment shall be made to the Executive and the Company shall reduced the Payments until no amount of the Payments shall be subject to the exercise tax under Section 4999 of the Code in the following order (unless Executive, to the extent permitted by Section 409A of the Code, elect another method of reduction by written notice to the Company prior to the Section 280G event): (i) any cash severance payments (starting with the last payments due), (ii) any other cash amounts payable to Executive (starting with the last payments due), (iii) any benefits valued as parachute payments, (iv) acceleration of the vesting of any stock options for which the exercise price exceeds the then fair market value of the underlying stock (starting with the last vesting tranches), (v) acceleration of the vesting of any equity award that is not a stock option (starting with the last vesting tranches) and (vi) acceleration of the vesting of any stock options for which the exercise price is less then the fair market value of the underlying stock (starting with the last vesting tranches); (bii) Subject to the provisions of Section 4(c7(k)(iii), all other determinations required to be made under this Section 47(k)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered the Company’s public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "“Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder”). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 47(k)(ii), shall be paid by the Company to Executive within the earlier of five (5) business days of after the Company’s receipt of the Accounting Firm's determination, but ’s determination and the end of Executive’s taxable year next following the taxable year in no event later than which Executive pays the time set forth in Section 4(f), below. If Additional Taxes to which such Gross-Up Payment relates to the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltytaxing authority. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.; (ciii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -calendar-day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: : (i) give the Company any information reasonably requested by the Company relating to such claim; ; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; ; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and , and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Additional Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Any amount the Company is obligated to pay or indemnify under this Section 7(k)(iii) shall be paid or indemnified on or before the last day of the calendar year following the calendar year in which the expense, cost or Additional Tax was incurred. Without limitation on the foregoing provisions of this Section 4(c7(k)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires directs Executive to pay such claim and xxx for a refund, the Company shallshall advance the amount of such payment to Executive and shall indemnify and hold Executive harmless, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive basis, from any Excise Additional Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive advance or with respect to which such contested amount is claimed to be due is limited solely any imputed income with respect to such contested amountadvance. Furthermore, the The Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.; and (div) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), as a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G result of the Code. The determination uncertainty in the application of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made Code Section 4999 at the expense time of the Company initial determination by the Accounting Firm. The fact Firm hereunder, it is possible that Executive's right to payments the Internal Revenue Service (“IRS”) or benefits may be reduced by reason of the limitations contained in this Section 4(e) other agency will not of itself limit claim that a greater or otherwise affect any other rights of Executive other than pursuant to this Agreementlesser Additional Tax is due. In the event that any payment or benefit intended the Additional Tax is finally determined to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e)less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive will be entitled shall repay to designate the payments and/or benefits Company, at the time that the amount of such reduction in Additional Tax is finally determined, the portion of the Gross-Up Payment attributable to be so reduced such reduction (plus that portion of the Gross-Up Payment attributable to the Additional Tax and taxes imposed on the Gross-Up Payment being repaid by the Executive) plus interest on the amount of such repayment at 120% of the rate provided in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designationCode Section 1274(b)(2)(B). In the event that Executive fails the Excise Tax is determined to make such designation within 10 business days of exceed the date of termination of Executive's employment, amount taken into account hereunder in calculating the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall (including by reason of any payment the existence or amount of which cannot be exempt from Code Section 409A pursuant to determined at the short-term deferral exception to Code Section 409A. Absent further guidance from time of the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up PaymentsPayment), Gross-the Company shall make an additional Gross Up Payments pursuant to this Section 4 shall be made as follows: Payment in respect of such excess (i) With plus any interest, penalties or additions payable by Executive with respect to any Gross-Up Payment that can be reasonably calculated as of such excess) at the time that the amount of a Change such excess is finally determined. Executive and the Company shall each reasonably cooperate with the other in Control connection with any administrative or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th judicial proceedings concerning the existence or amount of the calendar year following the year in which the Change in Control occurs; (ii) With liability for Additional Tax with respect to any Gross-Up Payment that results from the total Payments. The Company shall pay all fees and expenses of Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made relating to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by ExecutiveIRS or other agency.

Section 280G Gross-Up. (a) Except If, as a result of payments provided for in Section 4(e) below and notwithstanding any under or pursuant to this Agreement, together with all other provision in this Agreement to the contrary, payments in the event it shall be determined that any payment or distribution by the Company or its affiliated companies nature of compensation provided to or for the benefit of the Executive (whether paid under any other plans or payable or distributed or distributable pursuant to agreements in connection with a Change in Control, the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be Executive becomes subject to the excise tax imposed by taxes under Section 4999 of the Code, then, in addition to any other benefits provided under or any interest pursuant to this Agreement or penalties are incurred by Executive with respect to such excise tax (such excise taxotherwise, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to the Executive at the time any such payments are made under or pursuant to this or other plans or agreements, an amount equal to the amount of such excise taxes (the “Parachute Tax Reimbursement”). In addition, the Company shall “gross up” such Parachute Tax Reimbursement by paying to the Executive at the same time an additional payment amount equal to the aggregate amount of any additional taxes (whether income taxes, excise taxes, special taxes, employment taxes or otherwise, and whether Federal, state or local) that are or will be payable by the Executive as a "Gross-Up Payment") in an amount result of the Parachute Tax Reimbursement being paid or payable to the Executive and as a result of such additional amounts paid or payable to the Executive pursuant to this sentence, such that after payment by of such additional taxes the Executive of all taxes (including any interest or penalties imposed with respect shall have been paid on a net, after-tax basis an amount equal to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Parachute Tax imposed upon the Gross-Up Payment, Executive retains an Reimbursement. The amount of the Grossgross-Up Payment equal up described in the immediately preceding sentence shall be computed on the assumption that the Executive shall be subject to each applicable tax at the Excise Tax imposed upon the Payments. (b) Subject to the provisions highest marginal rate of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the such tax. The amount of such Grossany Parachute Tax Reimbursement and any gross-Up Payment and the assumptions to be utilized in arriving at such determination, up shall be made determined by an independent a registered public accounting firm selected by the Company that is not also Compensation Committee of the Board of Directors of the Company's then current accounting firm for annual audit purposes (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individualwhose determination, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4absent manifest error, shall be paid treated as conclusive and binding absent a binding determination by a governmental authority that a greater or lesser amount of taxes is payable by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), belowExecutive. If the Accounting Firm determines that no Excise Parachute Tax is payable by Executive, it shall furnish Reimbursement and a gross-up are provided for the Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax other plans or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive agreements in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant addition to this Agreement. In the event that any payment or benefit intended to , they shall be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriateonly once. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be determined that If any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable receives pursuant to the terms of Section 8, this Agreement Agreement, or otherwise, but determined without regard to any additional payments payment required under this Section 4) 8(b)(i), (a collectively, the "Payment") would (y) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (z) be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by Executive payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Executive will be entitled to receive from the Company shall pay to Executive an additional payment (a the "Gross-Up Payment," and any iterative payments pursuant to this paragraph also will be "Gross-Up Payments") in an amount such that after will fund the payment by Executive of any Excise Tax on the Payment, as well as all income and employment taxes (including on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon on the Gross-Up Payment. For this purpose, all income taxes will be assumed to apply to Executive retains an amount of at the highest marginal rate. Any Gross-Up Payment equal will be paid to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 4(c)Executive, all determinations required to be made under this Section 4or for his benefit, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered public accounting firm selected within 15 days following receipt by the Company that is not also of the Company's then current report of the accounting firm described below. The accounting firm engaged by the Company for annual general audit purposes (as of the "Accounting Firm") which shall provide detailed supporting calculations both day prior to the Company and Executive within fifteen (15) business days effective date of the receipt Change of notice from Executive that there has been a Payment, or such earlier time as is requested Control will perform the foregoing calculations. If the accounting firm so engaged by the Company. In the event that the Accounting Firm Company is also serving as accountant or auditor for the individual, entity or group effecting which will control the Company upon the occurrence of a Change in of Control, Executive shall the Company will appoint another a nationally recognized public accounting firm other than the accounting firm engaged by the Company for general audit purposes to make the determinations required hereunder (which hereunder. The Company will bear all expenses with respect to the determinations by such accounting firm shall then required to be referred made hereunder. The accounting firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty calendar days after the date on which such accounting firm has been engaged to make such determinations or such other time as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid requested by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), belowor Executive. If the Accounting Firm accounting firm determines that no Excise Tax is payable by Executivewith respect to a Payment, it shall will furnish the Company and Executive with a written an opinion reasonably acceptable to Executive that failure to report the no Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltywill be imposed with respect to such Payment. Any determination by reasonable good faith determinations of the Accounting Firm shall accounting firm made hereunder will be binding final, binding, and conclusive upon the Company and Executive. As a result of If the uncertainty in Excise Tax is subsequently determined to be less than the application of Section 4999 of the Code amount taken into account hereunder at the time of termination of employment, the initial determination by Executive shall repay to the Accounting Firm hereunderCompany, it at the time the reduction in Excise Tax is possible that finally determined, the portion of the Gross-Up Payments which will not have been made by Payment attributable to such reduction. If the Excise Tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Company should have been made ("Underpayment"), consistent with shall make an additional Gross-Up Payment to the calculations required to be made hereunder. In Executive in respect of such excess at the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine time the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) excess is finally determined. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive he or she gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give the Company any information reasonably requested by the Company relating to such claim; (iib) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iiic) cooperate with the Company in good faith in order to effectively to contest such claim; and (ivd) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including legal and accounting fees and additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax Tax, FICA tax, or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c)Section, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible mannerxxxner, and the Executive shall agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction jurisdiction, and in one or more appellate courts, as the Company shall determine; provided furtherprovided, however, that if the Company desires directs the Executive to pay such claim and xxx sue for a refund, the Company shallshall advance the amount ox xuch payment to the Executive, on Executive's behalfan interest-free basis, pay such claim and shall indemnify and hold the Executive harmless, on an after-tax basis reimburse Executive basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income with respect to such advance; and provided provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. . If any such claim referred to in this Section is made by the Internal Revenue Service and the Company does not request the Executive to contest the claim within the thirty (d30) day period following notice of the claim, the Company shall pay to the Executive the amount on any Gross-Up Payment owed to the Executive, but not previously paid pursuant to this Section, immediately upon the expiration of such thirty (30) day period. If any such claim is made by the Internal Revenue Service and the Company requests the Executive to contest such claim, but does not advance the amount of such claim to the Executive for purposes of such contest, the Company shall pay to the Executive the amount of any Gross-Up Payment owed to the Executive, but not previously paid under the provisions of this Section, within five (5) business days of a Final Determination of the liability of the Executive for such Excise Tax. For purposes of this Agreement, a "Final Determination" shall be deemed to occur with respect to a claim when (i) there is a decision, judgment, decree, or other order by any court of competent jurisdiction, which decision, judgment, decree, or other order has become final, i.e., all allowable appeals pursuant to this Section have been exhausted by either party to the action, (ii) there is a closing agreement made under Section 7121 of the Code, or (iii) the time for instituting a claim for refund has expired, or if a claim was filed, the time for instituting suit with respect thereto has expired. If, after payment the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c)this Section, the Executive becomes entitled to receive, and receives, receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 4(c)this Section) promptly within five (5) business days of receiving any such refund pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, If after payment the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c)this Section, a determination is made by the Internal Revenue Service that the Executive shall is not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after the Company learns of such determination, then such payment advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. To the extent permitted by applicable law: (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be is determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable after the date hereof pursuant to the terms of this Agreement or otherwiseotherwise (including without limitation any deferred compensation plans), but determined without regard to any additional payments required under this Section 412(a) (a "“Payment") ”), would be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties with respect thereto are incurred by the Executive with respect to any such excise tax (any such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the "Excise “Additional Tax"”), then then, subject to the Executive’s compliance with Section 12(c), the Executive shall be entitled to receive from the Company shall pay to Executive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), and any interest and penalties imposed with respect thereto, ) and Excise Additional Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Additional Tax imposed upon the Payments.; provided, however, that notwithstanding the foregoing provisions of this Section 12(a), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the amount of the aggregate Payments is less than 110% of the product of (A) three (3) times (B) the Executive’s Base Amount (as such term is defined in Section 280G of the Code), then no Gross-Up Payment shall be made to the Executive and the cash Payments provided in Section 8 of this Agreement shall first be reduced, and the non-cash Payments and benefits shall thereafter be reduced, until no amount of the Payments shall be subject to the exercise tax under Section 4999 of the Code; (b) the parties are entering into this Agreement with the reasonable mutual understanding that the Payments are not subject to Additional Taxes, and the parties shall, subject to this Section 12(b), report such amounts in their federal tax returns for the appropriate periods in a manner consistent with such understanding. Subject to the provisions of Section 4(c12(c), all other determinations required to be made under this Section 412(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered the Company’s public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "“Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder”). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 412(b), shall be paid by the Company to the Executive within the earlier of five (5) business days of after the Company’s receipt of the Accounting Firm's determination, but ’s determination and the end of the Executive’s taxable year next following the taxable year in no event later than which the time set forth in Section 4(f), below. If Executive pays the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure Additional Taxes to report which such Gross-Up Payment relates to the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltytaxing authority. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.; (c) the Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) -calendar-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: : (i) give the Company any information reasonably requested by the Company relating to such claim; ; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; ; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and , and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Additional Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Any amount the Company is obligated to pay or indemnify under this Section 12(c) shall be paid or indemnified on or before the last day of the calendar year following the calendar year in which the expense, cost or Additional Tax was incurred. Without limitation on the foregoing provisions of this Section 4(c12(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive shall agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires directs the Executive to pay such claim and xxx for a refund, the Company shallshall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive basis, from any Excise Additional Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive advance or with respect to which such contested amount is claimed to be due is limited solely any imputed income with respect to such contested amountadvance. Furthermore, the The Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.; and (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), as a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G result of the Code. The determination uncertainty in the application of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made Code Section 4999 at the expense time of the Company initial determination by the Accounting Firm. The fact Firm hereunder, it is possible that Executive's right to payments the Internal Revenue Service (“IRS”) or benefits may be reduced by reason of the limitations contained in this Section 4(e) other agency will not of itself limit claim that a greater or otherwise affect any other rights of Executive other than pursuant to this Agreementlesser Additional Tax is due. In the event that any payment or benefit intended the Additional Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in Additional Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Additional Tax and taxes imposed on the Gross-Up Payment being repaid by the Executive) plus interest on the amount of such repayment at 120% of the rate provided under this Agreement or otherwise is required to be reduced pursuant to this in Code Section 4(e1274(b)(2)(B), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails the Excise Tax is determined to make such designation within 10 business days of exceed the date of termination of Executive's employment, amount taken into account hereunder in calculating the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall (including by reason of any payment the existence or amount of which cannot be exempt from Code Section 409A pursuant to determined at the short-term deferral exception to Code Section 409A. Absent further guidance from time of the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up PaymentsPayment), Gross-Up Payments pursuant to this Section 4 the Company shall be made as follows: (i) With respect to any make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that can be the amount of such excess is finally determined. The Executive and the Company shall each reasonably calculated as cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Additional Tax with respect to the total Payments. The Company shall pay all fees and expenses of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made Executive relating to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by ExecutiveIRS or other agency.

Section 280G Gross-Up. To the extent permitted by applicable law: (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be is determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable after the date hereof pursuant to the terms of this Agreement or otherwiseotherwise (including without limitation any deferred compensation plans), but determined without regard to any additional payments required under this Section 412(a) (a "“Payment") ”), would be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties with respect thereto are incurred by the Executive with respect to any such excise tax (any such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the "Excise “Additional Tax"”), then then, subject to the Executive’s compliance with Section 12(c), the Executive shall be entitled to receive from the Company shall pay to Executive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), and any interest and penalties imposed with respect thereto, ) and Excise Additional Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Additional Tax imposed upon the Payments.; provided, however, that notwithstanding the foregoing provisions of this Section 12(a), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the amount of the aggregate Payments is less than 110% of the product of (A) three (3) times (B) the Executive’s Base Amount (as such term is defined in Section 280G of the Code), then no Gross-Up Payment shall be made to the Executive and the cash Payments provided in Section 8 of this Agreement shall first be reduced, and the non-cash Payments and benefits shall thereafter be reduced, until no amount of the Payments shall be subject to the exercise tax under Section 4999 of the Code; (b) the parties are entering into this Agreement with the reasonable mutual understanding that the Payments are not subject to Additional Taxes, and the parties shall, subject to this Section 12(b), report such amounts in their federal tax returns for the appropriate periods in a manner consistent with such understanding. Subject to the provisions of Section 4(c12(c), all other determinations required to be made under this Section 412(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered the Company’s public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "“Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder”). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 412(b), shall be paid by the Company to the Executive within the earlier of five (5) business days of after the Company’s receipt of the Accounting Firm's determination, but ’s determination and the end of the Executive’s taxable year next following the taxable year in no event later than which the time set forth in Section 4(f), below. If Executive pays the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure Additional Taxes to report which such Gross-Up Payment relates to the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltytaxing authority. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.; (c) the Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.ten

Section 280G Gross-Up. (a) Except as If the aggregate of all --------------------- payments or benefits made or provided for in Section 4(e) below and notwithstanding any other provision in to the Executive under this Agreement to the contrary, in the event it shall be determined that any payment or distribution by and under all other plans and programs of the Company or its affiliated companies to or for (the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Aggregate Payment") would be subject is determined to constitute a parachute payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive, prior to or coincident with the time any excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to Executive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed is payable with respect to such taxes)Aggregate Payment, includingan additional amount that, without limitationafter the imposition of all penalties, any income income, excise and other federal, state and local taxes (except for any income tax under Section 409A thereon, is equal to the sum of the Code), any Excise Tax on the Aggregate Payment and interest and penalties imposed with respect thereto, and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon and such additional amount ("Additional Amount"). The determination of whether the Payments. (b) Subject Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to the provisions Executive and the time of Section 4(c), all determinations required payment pursuant to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, 6(e) shall be made by an independent registered public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes auditor (the "Accounting FirmAuditor") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested selected by the Company. In Notwithstanding the foregoing, in the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses amount of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting FirmExecutive's determination, but in no event later than the time set forth in Section 4(f), below. If the Accounting Firm determines that no Excise Tax liability is payable by Executive, it shall furnish Executive with a written opinion that failure subsequently determined to report be greater than the Excise Tax on Executive's applicable federal income tax return would not result in liability with respect to which an initial Additional Amount has been paid to the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon Executive under this Section 6(e), the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes a further Additional Amount with respect to such claim is due). If additional Excise Tax (and any interest and penalties thereon) at the Company notifies Executive time and in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give amount determined in the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim same manner as the Company shall reasonably request in writing from time initial Additional Amount was determined so as to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by make the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmlesswhole, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment Excise Tax (and provided further, that any extension interest and penalties thereon) and such additional amount paid by the Company. In the event the amount of the statute of limitations relating Executive's Excise Tax liability is subsequently determined to payment of taxes for be less than the taxable year of Executive Excise Tax liability with respect to which such contested amount is claimed an initial payment to be due is limited solely to such contested amount. Furthermorethe Executive has been made, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contestshall, as soon as practical after the case may bedetermination is made, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together the overpayment by the Company, reduced by the amount of any relevant taxes already paid by the Executive and not refundable, all as determined by the Auditor. The Executive and the Company shall cooperate with each other in connection with any interest proceeding or claim relating to the existence or amount of liability for Excise Tax, and all expenses incurred by the Executive in connection therewith shall be paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing promptly upon notice of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance demand from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be determined that If any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable receives pursuant to the terms Section 8(b) of this Agreement Revised Agreement, or otherwiseotherwise in Connection with a Change of Control, but determined without regard to any additional payments payment required under this Section 4) 8(c), (a "collectively, the “Payment"”) would (y) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (z) be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by Executive payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then Executive will be entitled to receive from the Company shall pay to Executive an additional payment (a "the “Gross-Up Payment",” and any iterative payments pursuant to this paragraph also will be “Gross-Up Payments”) in an amount such that after will fund the payment by Executive of any Excise Tax on the Payment, as well as all income and employment taxes (including on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon on the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 4(c). For this purpose, all determinations required income taxes will be assumed to be made under this Section 4, including whether and when a Gross-Up Payment is required and apply to Executive at the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered public highest marginal rate. The accounting firm selected engaged by the Company that is not also for general audit purposes as of the Company's then current day prior to the effective date of the Change of Control will perform the foregoing calculations. If the accounting firm for annual audit purposes (the "Accounting Firm") which shall provide detailed supporting calculations both to so engaged by the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is also serving as accountant or auditor for the individual, entity or group effecting which will control the Company upon the occurrence of a Change in of Control, Executive shall the Company will appoint another a nationally recognized public accounting firm other than the accounting firm engaged by the Company for general audit purposes to make the determinations required hereunder (which hereunder. The Company will bear all expenses with respect to the determinations by such accounting firm shall then required to be referred made hereunder. The accounting firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty (30) calendar days after the date on which such accounting firm has been engaged to make such determinations or such other time as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely requested by the Company. Any Company or Executive; the Company shall engage such accounting firm, and the Company or Executive shall request such determination, on a schedule such that any Gross-Up Payment, as determined pursuant Payment due to Executive under this Section 4, shall be 8(c) is paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in period required by this Section 4(f8(c), below. If the Accounting Firm accounting firm determines that no Excise Tax is payable by Executivewith respect to a Payment, it shall will furnish the Company and Executive with a written an opinion reasonably acceptable to Executive that failure to report the no Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltywill be imposed with respect to such Payment. Any determination by reasonable good faith determinations of the Accounting Firm shall accounting firm made hereunder will be binding final, binding, and conclusive upon the Company and Executive. As a result of If the uncertainty in Excise Tax is subsequently determined to be less than the application of Section 4999 of the Code amount taken into account hereunder at the time of Termination of Employment, Executive shall repay to the initial determination by Company the Accounting Firm hereunder, it is possible that portion of the Gross-Up Payments which will not have been made by Payment attributed to such reduction at the time the reduction in Excise Tax is finally determined. If the Excise Tax is determined to exceed the amount taken into account hereunder at the time of Termination of Employment, the Company should have been made ("Underpayment"), consistent with shall make an additional Gross-Up Payment to Executive in respect of such excess at the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine time the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) excess is finally determined. Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive he or she gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (ia) give the Company any information reasonably requested by the Company relating to such claim; (iib) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iiic) cooperate with the Company in good faith in order to effectively to contest such claim; and (ivd) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including legal and accounting fees and additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax Tax, FICA tax, or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c8(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and Executive shall agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction jurisdiction, and in one or more appellate courts, as the Company shall determine; provided furtherprovided, however, that if the Company desires directs Executive to pay such claim and xxx sxx for a refund, the Company shallshall advance the amount of such payment to Executive, on Executive's behalfan interest-free basis, pay such claim and shall indemnify and hold Executive harmless, on an after-tax basis reimburse Executive basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income with respect to such advance; and provided provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. . If any such claim referred to in this Section 8(c) is made by the Internal Revenue Service and the Company does not request Executive to contest the claim within the thirty (d30) day period following notice of the claim, the Company shall pay to Executive the amount of any Gross-Up Payment owed to Executive, but not previously paid pursuant to this Section 8(c), immediately upon the expiration of such thirty (30) day period. If any such claim is made by the Internal Revenue Service and the Company requests Executive to contest such claim, but does not advance the amount of such claim to Executive for purposes of such contest, the Company shall pay to Executive the amount of any Gross-Up Payment owed to Executive, but not previously paid under the provisions of this Section 8(c), within five (5) business days of a Final Determination of the liability of Executive for such Excise Tax. For purposes of this Revised Agreement, a “Final Determination” shall be deemed to occur with respect to a claim when (i) there is a decision, judgment, decree, or other order by any court of competent jurisdiction, which decision, judgment, decree, or other order has become final, i.e., all allowable appeals pursuant to this Section 8(c) have been exhausted by either party to the action, (ii) there is a closing agreement made under Section 7121 of the Code, or (iii) the time for instituting a claim for refund has expired, or if a claim was filed, the time for instituting suit with respect thereto has expired. If, after payment the receipt by Executive of an amount advanced by the Company pursuant to this Section 4(c8(c), Executive becomes entitled to receive, and receives, receive any refund with respect to such claim, Executive shall (subject to the Company's ’s complying with the requirements of this Section 4(c)8(c) promptly within five (5) business days of receiving any such refund pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, If after payment the receipt by Executive of an amount advanced by the Company pursuant to this Section 4(c8(c), a determination is made by the Internal Revenue Service that Executive shall is not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after the Company learns of such determination, then such payment advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the net amount due Executive after payment of any Gross-Up Payment required to be paid. . Notwithstanding the foregoing, (ei) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any each Gross-Up Payment required to be made pursuant to this Section 4, by the "parachute payment" made Company to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments hereunder and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion each repayment of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any a Gross-Up Payment required to be made by Executive to the Company hereunder shall be paid as soon as feasible after the date that the Executive remits the taxes but no later than the end of the calendar year next following the calendar year in which Executive remits the corresponding taxes to the Internal Revenue Service, and (ii) each reimbursement of expenses related to a tax audit or litigation addressing the existence or amount of a tax liability required to be made by the Company to Executive pursuant hereunder and each repayment of such a reimbursement required to this Section 4 be made by Executive to the Company hereunder shall be exempt from Code Section 409A pursuant paid as soon as feasible after the date that the Executive submits to the short-term deferral exception Company documentation supporting his payment of such amounts but no later than the end of the calendar year next following the calendar year in which Executive remits to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service the taxes that are the subject of the audit or any judicial authority relating litigation or, where as a result of the audit or litigation no taxes are due or are remitted but other reimbursable costs and/or expenses have been incurred, as soon as feasible after the date that the Executive submits to the application Company documentation supporting his payment of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive amounts but no later than March 15th the end of the calendar year following the calendar year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th audit is completed or there is a Final Determination of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executivelitigation.

Section 280G Gross-Up. To the extent permitted by applicable law: (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be is determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable after the date hereof pursuant to the terms of this Agreement or otherwiseotherwise (including without limitation any deferred compensation plans), but determined without regard to any additional payments required under this Section 411(a) (a "“Payment") ”), would be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties with respect thereto are incurred by the Executive with respect to any such excise tax (any such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the "Excise “Additional Tax"”), then then, subject to the Executive’s compliance with Section 11(c), the Executive shall be entitled to receive from the Company shall pay to Executive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), and any interest and penalties imposed with respect thereto, ) and Excise Additional Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Additional Tax imposed upon the Payments.; provided, however, that notwithstanding the foregoing provisions of this Section 11(a), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the amount of the aggregate Payments is less than 110% of the product of (A) three (3) times (B) the Executive’s Base Amount (as such term is defined in Section 280G of the Code), then no Gross-Up Payment shall be made to the Executive and the cash Payments provided in Section 7 of this Agreement shall first be reduced, and the non-cash Payments and benefits shall thereafter be reduced, until no amount of the Payments shall be subject to the exercise tax under Section 4999 of the Code; (b) the parties are entering into this Agreement with the reasonable mutual understanding that the Payments are not subject to Additional Taxes, and the parties shall, subject to this Section 11(b), report such amounts in their federal tax returns for the appropriate periods in a manner consistent with such understanding. Subject to the provisions of Section 4(c11(c), all other determinations required to be made under this Section 411(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered the Company’s public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "“Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder”). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 411(b), shall be paid by the Company to the Executive within the earlier of five (5) business days of after the Company’s receipt of the Accounting Firm's determination, but ’s determination and the end of the Executive’s taxable year next following the taxable year in no event later than which the time set forth in Section 4(f), below. If Executive pays the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure Additional Taxes to report which such Gross-Up Payment relates to the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltytaxing authority. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.; (c) the Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) -calendar-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: : (i) give the Company any information reasonably requested by the Company relating to such claim; ; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; ; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and , and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Additional Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Any amount the Company is obligated to pay or indemnify under this Section 11(c) shall be paid or indemnified on or before the last day of the calendar year following the calendar year in which the expense, cost or Additional Tax was incurred. Without limitation on the foregoing provisions of this Section 4(c11(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive shall agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires directs the Executive to pay such claim and xxx for a refund, the Company shallshall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive basis, from any Excise Additional Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive advance or with respect to which such contested amount is claimed to be due is limited solely any imputed income with respect to such contested amountadvance. Furthermore, the The Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.; and (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), as a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G result of the Code. The determination uncertainty in the application of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made Code Section 4999 at the expense time of the Company initial determination by the Accounting Firm. The fact Firm hereunder, it is possible that Executive's right to payments the Internal Revenue Service (“IRS”) or benefits may be reduced by reason of the limitations contained in this Section 4(e) other agency will not of itself limit claim that a greater or otherwise affect any other rights of Executive other than pursuant to this Agreementlesser Additional Tax is due. In the event that any payment or benefit intended the Additional Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, at the time that the amount of such reduction in Additional Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Additional Tax and taxes imposed on the Gross-Up Payment being repaid by the Executive) plus interest on the amount of such repayment at 120% of the rate provided under this Agreement or otherwise is required to be reduced pursuant to this in Code Section 4(e1274(b)(2)(B), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails the Excise Tax is determined to make such designation within 10 business days of exceed the date of termination of Executive's employment, amount taken into account hereunder in calculating the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall (including by reason of any payment the existence or amount of which cannot be exempt from Code Section 409A pursuant to determined at the short-term deferral exception to Code Section 409A. Absent further guidance from time of the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up PaymentsPayment), Gross-Up Payments pursuant to this Section 4 the Company shall be made as follows: (i) With respect to any make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that can be the amount of such excess is finally determined. The Executive and the Company shall each reasonably calculated as cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Additional Tax with respect to the total Payments. The Company shall pay all fees and expenses of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made Executive relating to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by ExecutiveIRS or other agency.

Section 280G Gross-Up. If Holdings or the Company incurs a change in ownership or a change in effective control (aas each is defined in Regulation Section 1.280G-1, Qs&As 27 and 28) Except as provided for (either a “Change in Section 4(eOwnership”) below and notwithstanding any other provision in this Agreement prior to the contraryfirst anniversary of a public offering of the shares of Holdings raising at least $100,000,000 in proceeds and to the extent permitted by applicable law, in then: (i) In the event it shall be is determined that as a result of such Change in Ownership any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise (including without limitation any deferred compensation plans), but determined without regard to any additional payments required under this Section 47(k)(i) (a "Payment") ), would be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties with respect thereto are incurred by Executive with respect to any such excise tax (any such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the "Excise Additional Tax"), then the Executive shall be entitled to receive from the Company shall pay to Executive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), and any interest and penalties imposed with respect thereto, ) and Excise Additional Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Additional Tax imposed upon the Payments; provided, however, that notwithstanding the foregoing provisions of this Section 7(k)(i), if it shall be determined that Executive is entitled to a Gross-Up Payment, but that the amount of the aggregate Payments is less than 110% of the product of (A) three (3) times (B) the Executive's Base Amount (as such term is defined in Section 280G of the Code), then no Gross-Up Payment shall be made to the Executive and the Company shall reduce the Payments until no amount of the Payments shall be subject to the exercise tax under Section 4999 of the Code in the following order (unless Executive, to the extent permitted by Section 409A of the Code, elect another method of reduction by written notice to the Company prior to the Section 280G event): (i) any cash severance payments (starting with the last payments due), (ii) any other cash amounts payable to Executive (starting with the last payments due), (iii) any benefits valued as parachute payments, (iv) acceleration of the vesting of any stock options for which the exercise price exceeds the then fair market value of the underlying stock (starting with the last vesting tranches), (v) acceleration of the vesting of any equity award that is not a stock option (starting with the last vesting tranches) and (vi) acceleration of the vesting of any stock options for which the exercise price is less than the fair market value of the underlying stock (starting with the last vesting tranches). (bii) Subject to the provisions of Section 4(c7(k)(iii), all other determinations required to be made under this Section 47(k), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered the Company's public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 47(k), shall be paid by the Company to Executive within the earlier of five (5) business days of after the Company's receipt of the Accounting Firm's determination, but in no event later than determination and the time set forth in Section 4(f), below. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on end of Executive's taxable year next following the taxable year in which Executive pays the Additional Taxes to which such Gross-Up Payment relates to the applicable federal income tax return would not result in the imposition of a negligence or similar penaltytaxing authority. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (ciii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -calendar-day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: : (i) give the Company any information reasonably requested by the Company relating to such claim; ; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; ; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and , and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Additional Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Any amount the Company is obligated to pay or indemnify under this Section 7(k)(iii) shall be paid or indemnified on or before the last day of the calendar year following the calendar year in which the expense, cost or Additional Tax was incurred. Without limitation on the foregoing provisions of this Section 4(c7(k)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires directs Executive to pay such claim and xxx for a refund, the Company shallshall advance the amount of such payment to Executive and shall indemnify and hold Executive harmless, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive basis, from any Excise Additional Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive advance or with respect to which such contested amount is claimed to be due is limited solely any imputed income with respect to such contested amountadvance. Furthermore, the The Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (div) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), As a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G result of the Code. The determination uncertainty in the application of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made Code Section 4999 at the expense time of the Company initial determination by the Accounting Firm. The fact Firm hereunder, it is possible that Executive's right to payments the Internal Revenue Service ("IRS") or benefits may be reduced by reason of the limitations contained in this Section 4(e) other agency will not of itself limit claim that a greater or otherwise affect any other rights of Executive other than pursuant to this Agreementlesser Additional Tax is due. In the event that any payment or benefit intended the Additional Tax is finally determined to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e)less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive will be entitled shall repay to designate the payments and/or benefits Company, at the time that the amount of such reduction in Additional Tax is finally determined, the portion of the Gross-Up Payment attributable to be so reduced such reduction (plus that portion of the Gross-Up Payment attributable to the Additional Tax and taxes imposed on the Gross-Up Payment being repaid by the Executive) plus interest on the amount of such repayment at 120% of the rate provided in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designationCode Section 1274(b)(2)(B). In the event that Executive fails the Excise Tax is determined to make such designation within 10 business days of exceed the date of termination of Executive's employment, amount taken into account hereunder in calculating the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall (including by reason of any payment the existence or amount of which cannot be exempt from Code Section 409A pursuant to determined at the short-term deferral exception to Code Section 409A. Absent further guidance from time of the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up PaymentsPayment), Gross-the Company shall make an additional Gross Up Payments pursuant to this Section 4 shall be made as follows: Payment in respect of such excess (i) With plus any interest, penalties or additions payable by Executive with respect to any Gross-Up Payment that can be reasonably calculated as of such excess) at the time that the amount of a Change such excess is finally determined. Executive and the Company shall each reasonably cooperate with the other in Control connection with any administrative or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th judicial proceedings concerning the existence or amount of the calendar year following the year in which the Change in Control occurs; (ii) With liability for Additional Tax with respect to any Gross-Up Payment that results from the total Payments. The Company shall pay all fees and expenses of Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made relating to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by ExecutiveIRS or other agency.

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in In the event it shall be determined that any payment or distribution by the Company benefit made or its affiliated companies provided to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) Agreement, or under any plan, agreement, program or arrangement of the Company, of any Person effecting a change in control of the Company, or any Affiliates of any of the foregoing (a "“Payment"”) would is determined to be subject to the any excise tax (“Excise Tax”) imposed by Section 4999 of the Code, or any interest comparable state or penalties are incurred by Executive with respect to such excise local tax (such excise taxprovision, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to the Executive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including at or prior to the time any interest or penalties imposed Excise Tax is payable with respect to such taxesPayment (through withholding or otherwise), includingan additional amount which, without limitationafter the imposition of all income, any income employment, excise and other taxes payable by the Executive thereon, is equal to the sum of (except for any income tax under Section 409A of i) the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount on such Payment plus (ii) any penalty and interest assessments associated with such Excise Tax. The determination of the Gross-Up whether any Payment equal is subject to the Excise Tax imposed upon and, if so, the Payments. (b) Subject amount to be paid by the Company to the provisions Executive and the time of Section 4(c), all determinations required payment pursuant to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, 25 shall be made by an independent registered independent, nationally recognized United States public accounting firm (the “Auditor”) assuming in all cases taxation at the highest applicable marginal rates. The Auditor shall be selected by the Company that is not also (subject to the Company's then current accounting firm for annual audit purposes (the "Accounting Firm") Executive’s approval, which shall provide detailed supporting calculations both to the Company not be unreasonably withheld or delayed), and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested shall be paid for by the Company. In The Parties shall cooperate with each other in connection with any Proceeding or Claim relating to the event that existence or amount of any liability for any Excise Tax. The Company shall have the Accounting Firm is serving as accountant right to control the conduct of and to resolve and compromise any Claim or auditor for Proceeding subject to the individualremainder of this Section 25, entity and provided the Executive’s rights and interests are not adversely affected by any such resolution or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder)compromise. All appropriately documented expenses relating to any such Proceeding or Claim (including any attorneys’ fees and other expenses of the Accounting Firm shall be borne solely associated therewith) reasonably incurred by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, Executive shall be paid by the Company to Executive within five (5) days of promptly upon demand by the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), below. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm and any such payment shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code grossed up for all taxes (assuming taxation at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In highest applicable marginal rates) in the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested subject to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (any income tax, employment tax or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenseson it. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment All payments under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 25 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of within the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is periods required to be made to Executive pursuant to Section 4(cby Treasury Regulation § 1.409A-3(i)(1)(v), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be determined that If any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive would receive (whether paid or payable not Executive's Service is or distributed or distributable pursuant to the terms of this Agreement or otherwisehas been terminated), but determined without regard to any additional payments payment required under this Section 4) 6(a)(i), (a collectively, the "Payment") would (x) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (y) be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by Executive payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay Executive will be entitled to Executive receive from Majesco an additional payment (a the "Gross-Up Payment," and any iterative payments pursuant to this paragraph also shall be "Gross-Up Payments") in an amount such that after shall fund the payment by Executive of any Excise Tax on the Payment, as well as all income and employment taxes (including on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon on the Gross-Up Payment. For this purpose, all income taxes will be assumed to apply to Executive retains an amount of at the highest marginal rate. Any Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered public accounting firm selected paid to Executive, or for his benefit, within 15 days following receipt by the Company that is not also of the Company's then current report of the accounting firm described below. The accounting firm engaged by the Company for annual general audit purposes (as of the "Accounting Firm") which shall provide detailed supporting calculations both day prior to the Company and Executive within fifteen (15) business days effective date of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company. In the event that the Accounting Firm Company is also serving as accountant or auditor for the individual, entity or group effecting which will control the Company upon the occurrence of a Change in Control, Executive the Company shall appoint another a nationally recognized public accounting firm other than the accounting firm engaged by the Company for general audit purposes to make the determinations required hereunder (which hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall then be referred provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty calendar days after the date on which such accounting firm has been engaged to make such determinations or such other time as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid requested by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), belowor Executive. If the Accounting Firm accounting firm determines that no Excise Tax is payable by Executivewith respect to a Payment, it shall furnish the Company and Executive with a written an opinion reasonably acceptable to Executive that failure to report the no Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltywill be imposed with respect to such Payment. Any determination by good faith determinations of the Accounting Firm accounting firm made hereunder shall be binding final, binding, and conclusive upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the a Gross-Up Payment. Such notification notice shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing knows of such claim and shall apprise the Company of the nature of such the claim and the date on which such the claim is requested to be paid. Executive shall agrees not to pay such the claim prior to until the expiration of the thirty (30) thirty-day period following the date on which Executive gives such notice to notifies the Company (Company, or such shorter period ending on the date that any payment of the taxes with respect to such claim is dueare due (the "Notice Period"). If the Company notifies the Executive in writing prior to the expiration of such period the Notice Period that it desires to contest such the claim, Executive shall: : (i) give the Company any information reasonably requested by the Company relating to such the claim; ; (ii) take such action in connection with contesting such the claim as the Company shall may reasonably request in writing from time to timerequest, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; Company and reasonably acceptable to Executive; (iii) cooperate with the Company in good faith in order effectively to contest such contesting the claim; and and (iv) permit the Company to participate in any proceedings relating to such the claim; provided, however, that . Executive shall permit the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall to control all proceedings taken in connection with such contest related to the claim and, at its sole option, may permit the Company to pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and mayclaim. If requested by the Company, at its sole option, Executive agrees either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, manner and Executive shall to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, courts as the Company shall determine; provided furtherprovided, that however, that, if the Company desires directs Executive to pay such claim and xxx for pursue a refund, the Company shall, on Executive's behalf, pay shall advance the amount of such claim and payment to Executive on an after-tax and interest-free basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount"Advance"). Furthermore, the The Company's control of the contest related to the claim shall be limited to the issues with respect related to which a the Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. (d) . If the Company does not notify Executive in writing prior to the end of the Notice Period of its desire to contest the claim, the Company shall pay to Executive an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law. If, after payment receipt by the Company pursuant to Section 4(c)Executive of an Advance, Executive becomes entitled to receive, and receives, any a refund with respect to the claim to which such claimAdvance relates, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such the refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment receipt by Executive of an amount by the Company pursuant to Section 4(c)Advance, a determination is made that Executive shall not be entitled to any refund with respect to such the claim and the Company does not promptly notify Executive in writing of its intent to contest such the denial of refund prior to the expiration of thirty (30) days after such determinationrefund, then such payment shall offset, to the extent thereof, the amount of the Advance shall not be required to be repaid by Executive and the amount thereof shall offset the amount of the additional Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit owing to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be determined that If any payment or distribution by benefit Executive would receive from the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable and/or pursuant to the terms of this Agreement or otherwiseAgreement, but determined without regard to any additional payments payment required under this Section 4) 6(b), (a collectively, the "Payment") would (x) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (y) be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by Executive payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Executive will be entitled to receive from the Company shall pay to Executive an additional payment (a the "Gross-Up Payment," and any iterative payments pursuant to this paragraph also shall be "Gross-Up Payments") in an amount such that after shall fund the payment by Executive of any Excise Tax on the Payment, as well as all income and employment taxes (including on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon on the Gross-Up Payment. For this purpose, all income taxes will be assumed to apply to Executive retains an at the highest marginal rate. Notwithstanding the foregoing, the total amount of the paid as Gross-Up Payments will not exceed $2,000,000. Any Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered public accounting firm selected paid to Executive, or for his benefit, within 15 days following receipt by the Company that is not also of the Company's then current report of the accounting firm described below (or any determination by the Internal Revenue Service that Excise Taxes are owed, if earlier). The accounting firm engaged by the Company for annual general audit purposes (as of the "Accounting Firm") which shall provide detailed supporting calculations both day prior to the Company and Executive within fifteen (15) business days effective date of the receipt Change of notice from Executive that there has been a Payment, or such earlier time as is requested Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company. In the event that the Accounting Firm Company is also serving as accountant or auditor for the individual, entity or group effecting which will control the Company upon the occurrence of a Change in of Control, Executive the Company shall appoint another a nationally recognized public accounting firm other than the accounting firm engaged by the Company for general audit purposes to make the determinations required hereunder (which hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall then be referred provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty calendar days after the date on which such accounting firm has been engaged to make such determinations or such other time as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid requested by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), belowor Executive. If the Accounting Firm accounting firm determines that no Excise Tax is payable by Executivewith respect to a Payment, it shall furnish the Company and Executive with a written an opinion reasonably acceptable to Executive that failure to report the no Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltywill be imposed with respect to such Payment. Any determination by good faith determinations of the Accounting Firm accounting firm made hereunder shall be binding final, binding, and conclusive upon the Company and Executive. As a result of Notwithstanding the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderforegoing, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by if the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date determines that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c)Taxes are owed, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to promptly pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up up Payment would be payable hereunder and to Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of maximum set forth in Section 4(c)6(b) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paidabove. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. To the extent permitted by applicable law: (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be is determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable after the date hereof pursuant to the terms of this Agreement or otherwiseotherwise (including without limitation any deferred compensation plans), but determined without regard to any additional payments required under this Section 411(a) (a "“Payment") ”), would be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties with respect thereto are incurred by the Executive with respect to any such excise tax (any such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the "Excise “Additional Tax"”), then then, subject to the Executive’s compliance with Section 11(c), the Executive shall be entitled to receive from the Company shall pay to Executive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), and any interest and penalties imposed with respect thereto, ) and Excise Additional Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Additional Tax imposed upon the Payments.; provided, however, that notwithstanding the foregoing provisions of this Section 11(a), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the amount of the aggregate Payments is less than 110% of the product of (A) three (3) times (B) the Executive’s Base Amount (as such term is defined in Section 280G of the Code), then no Gross-Up Payment shall be made to the Executive and the cash Payments provided in Section 7 of this Agreement shall first be reduced, and the non-cash Payments and benefits shall thereafter be reduced, until no amount of the Payments shall be subject to the exercise tax under Section 4999 of the Code; (b) the parties are entering into this Agreement with the reasonable mutual understanding that the Payments are not subject to Additional Taxes, and the parties shall, subject to this Section 11(b), report such amounts in their federal tax returns for the appropriate periods in a manner consistent with such understanding. Subject to the provisions of Section 4(c11(c), all other determinations required to be made under this Section 411(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered the Company’s public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "“Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder”). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 411(b), shall be paid by the Company to the Executive within the earlier of five (5) business days of after the Company’s receipt of the Accounting Firm's determination, but ’s determination and the end of the Executive’s taxable year next following the taxable year in no event later than which the time set forth in Section 4(f), below. If Executive pays the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure Additional Taxes to report which such Gross-Up Payment relates to the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltytaxing authority. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.; (c) the Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.ten

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be determined that If any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable would receive pursuant to the terms of this Agreement or otherwiseSection 6(a), but determined without regard to any additional payments payment required under this Section 4) 6(a)(i), (a "collectively, the “Payment"”) would (x) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (y) be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by Executive payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then Executive will be entitled to receive from the Company shall pay to Executive an additional payment (a "the “Gross-Up Payment",” and any iterative payments pursuant to this paragraph also shall be “Gross-Up Payments”) in an amount such that after shall fund the payment by Executive of any Excise Tax on the Payment, as well as all income and employment taxes (including on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon on the Gross-Up Payment. For this purpose, all income taxes will be assumed to apply to Executive retains an at the highest marginal rate. Notwithstanding the foregoing, the total amount of the paid as Gross-Up Payments will not exceed $1,000,000. Any Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered public accounting firm selected paid to Executive, or for his benefit, within 15 days following receipt by the Company that is not also of the Company's then current report of the accounting firm for annual audit purposes described below, and in any event within thirty (the "Accounting Firm"30) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as due date when the excise tax is requested to be remitted to the taxing authority. The accounting firm engaged by the CompanyCompany for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. In If the event that accounting firm so engaged by the Accounting Firm Company is also serving as accountant or auditor for the individual, entity or group effecting which will control the Company upon the occurrence of a Change in of Control, Executive the Company shall appoint another a nationally recognized public accounting firm other than the accounting firm engaged by the Company for general audit purposes to make the determinations required hereunder (which hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall then be referred provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty calendar days after the date on which such accounting firm has been engaged to make such determinations or such other time as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid requested by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), belowor Executive. If the Accounting Firm accounting firm determines that no Excise Tax is payable by Executivewith respect to a Payment, it shall furnish the Company and Executive with a written an opinion reasonably acceptable to Executive that failure to report the no Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltywill be imposed with respect to such Payment. Any determination by good faith determinations of the Accounting Firm accounting firm made hereunder shall be binding final, binding, and conclusive upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.”

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be determined that If any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable would receive pursuant to the terms of this Agreement or otherwiseSection 6(a), but determined without regard to any additional payments payment required under this Section 4) 6(a)(i), (a collectively, the "Payment") would (x) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (y) be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by Executive payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Executive will be entitled to receive from the Company shall pay to Executive an additional payment (a the "Gross-Up Payment," and any iterative payments pursuant to this paragraph also shall be "Gross-Up Payments") in an amount such that after shall fund the payment by Executive of any Excise Tax on the Payment, as well as all income and employment taxes (including on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon on the Gross-Up Payment. For this purpose, all income taxes will be assumed to apply to Executive retains an at the highest marginal rate. Notwithstanding the foregoing, the total amount of the paid as Gross-Up Payments will not exceed $1,000,000. Any Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered public accounting firm selected paid to Executive, or for his benefit, within 15 days following receipt by the Company that is not also of the Company's then current report of the accounting firm described below. The accounting firm engaged by the Company for annual general audit purposes (as of the "Accounting Firm") which shall provide detailed supporting calculations both day prior to the Company and Executive within fifteen (15) business days effective date of the receipt Change of notice from Executive that there has been a Payment, or such earlier time as is requested Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company. In the event that the Accounting Firm Company is also serving as accountant or auditor for the individual, entity or group effecting which will control the Company upon the occurrence of a Change in of Control, Executive the Company shall appoint another a nationally recognized public accounting firm other than the accounting firm engaged by the Company for general audit purposes to make the determinations required hereunder (which hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall then be referred provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty calendar days after the date on which such accounting firm has been engaged to make such determinations or such other time as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid requested by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), belowor Executive. If the Accounting Firm accounting firm determines that no Excise Tax is payable by Executivewith respect to a Payment, it shall furnish the Company and Executive with a written an opinion reasonably acceptable to Executive that failure to report the no Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltywill be imposed with respect to such Payment. Any determination by good faith determinations of the Accounting Firm accounting firm made hereunder shall be binding final, binding, and conclusive upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. To the extent permitted by applicable law: (ai) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be is determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable after the date hereof pursuant to the terms of this Agreement or otherwiseotherwise (including without limitation any deferred compensation plans), but determined without regard to any additional payments required under this Section 47(k)(i) (a "“Payment") ”), would be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties with respect thereto are incurred by Executive with respect to any such excise tax (any such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the "Excise “Additional Tax"”), then the Executive shall be entitled to receive from the Company shall pay to Executive or Holdings an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), and any interest and penalties imposed with respect thereto, ) and Excise Additional Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Additional Tax imposed upon the Payments.; provided, however, that notwithstanding the foregoing provisions of this Section 7(k)(i), if it shall be determined that Executive is entitled to a Gross-Up Payment, but that the amount of the aggregate Payments is less than 110% of the product of (A) three (3) times (B) the Executive’s Base Amount (as such term is defined in Section 280G of the Code), then no Gross-Up Payment shall be made to the Executive and the Company shall reduced the Payments until no amount of the Payments shall be subject to the exercise tax under Section 4999 of the Code in the following order (unless Executive, to the extent permitted by Section 409A of the Code, elect another method of reduction by written notice to the Company prior to the Section 280G event): (i) any cash severance payments (starting with the last payments due), (ii) any other cash amounts payable to Executive (starting with the last payments due), (iii) any benefits valued as parachute payments, (iv) acceleration of the vesting of any stock options for which the exercise price exceeds the then fair market value of the underlying stock (starting with the last vesting tranches), (v) acceleration of the vesting of any equity award that is not a stock option (starting with the last vesting tranches) and (vi) acceleration of the vesting of any stock options for which the exercise price is less then the fair market value of the underlying stock (starting with the last vesting tranches); (bii) Subject to the provisions of Section 4(c7(k)(iii), all other determinations required to be made under this Section 47(k)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered the Company’s public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "“Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder”). All fees and expenses of the Accounting Firm shall be borne solely by the CompanyCompany or Holdings. Any Gross-Up Payment, as determined pursuant to this Section 47(k)(ii), shall be paid by the Company or Holdings to Executive within the earlier of five (5) business days of after the Company’s or Holdings’ receipt of the Accounting Firm's determination, but ’s determination and the end of Executive’s taxable year next following the taxable year in no event later than which Executive pays the time set forth in Section 4(f), below. If Additional Taxes to which such Gross-Up Payment relates to the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltytaxing authority. Any determination by the Accounting Firm shall be binding upon the Company or Holdings and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.; (ciii) Executive shall notify the Company and Holdings in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company or Holdings of the a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company and Holdings of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -calendar-day period following the date on which Executive gives such notice to the Company and Holdings (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company or Holdings notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: : (i) give the Company any information reasonably requested by the Company or Holdings relating to such claim; ; (ii) take such action in connection with contesting such claim as the Company or Holdings shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; Company or Holdings; (iii) cooperate with the Company and Holdings in good faith in order effectively to contest such claim; and , and (iv) permit the Company and Holdings to participate in any proceedings relating to such claim; provided, however, that the Company and Holdings shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Additional Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Any amount the Company or Holdings is obligated to pay or indemnify under this Section 7(k)(iii) shall be paid or indemnified on or before the last day of the calendar year following the calendar year in which the expense, cost or Additional Tax was incurred. Without limitation on the foregoing provisions of this Section 4(c7(k)(iii), the Company or Holdings shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires or Holdings directs Executive to pay such claim and xxx for a refund, the Company shallor Holdings shall advance the amount of such payment to Executive and shall indemnify and hold Executive harmless, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive basis, from any Excise Additional Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive advance or with respect to which such contested amount is claimed to be due is limited solely any imputed income with respect to such contested amountadvance. Furthermore, the The Company's ’s or Holdings’ control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.; and (div) If, after payment as a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Company pursuant Accounting Firm hereunder, it is possible that the Internal Revenue Service (“IRS”) or other agency will claim that a greater or lesser Additional Tax is due, In the event that the Additional Tax is finally determined to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claimbe less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay repay to the Company or Holdings, at the time that the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination reduction in Additional Tax is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereoffinally determined, the amount portion of the Gross-Up Payment required attributable to be paid. such reduction (e) Notwithstanding Executive otherwise being eligible for a plus that portion of the Gross-Up Payment under this Section 4, if, excluding any attributable to the Additional Tax and taxes imposed on the Gross-Up Payment required to be made pursuant to this Section 4, being repaid by the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then ) plus interest on the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion amount of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G such repayment at 120% of the Code. The determination of whether any reduction rate provided in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Code Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreementl274(b)(2)(B). In the event that any payment or benefit intended the Excise Tax is determined to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate exceed the payments and/or benefits to be so reduced amount taken into account hereunder in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In calculating the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall (including by reason of any payment the existence or amount of which cannot be exempt from Code Section 409A pursuant to determined at the short-term deferral exception to Code Section 409A. Absent further guidance from time of the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up PaymentsPayment), Gross-the Company or Holdings shall make an additional Gross Up Payments pursuant to this Section 4 shall be made as follows: Payment in respect of such excess (i) With plus any interest, penalties or additions payable by Executive with respect to any Gross-Up Payment that can be reasonably calculated as of such excess) at the time that the amount of a Change such excess is finally determined. Executive and the Company or Holdings shall each reasonably cooperate with the other in Control connection with any administrative or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th judicial proceedings concerning the existence or amount of the calendar year following the year in which the Change in Control occurs; (ii) With liability for Additional Tax with respect to any Gross-Up Payment that results from the total Payments. The Company or Holdings shall pay all fees and expenses of Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made relating to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by ExecutiveIRS or other agency.

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision Notwithstanding anything in this Agreement or any other plan, program, policy, agreement or arrangement to the contrary, in if any of the event it shall payments, rights, benefits, distributions, or entitlements provided or to be determined that any payment or distribution provided by the Company or any of its affiliated companies affiliates to Executive or for the Executive’s benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, the PSA award agreement or otherwise, but determined without regard to any additional payments required under this Section 4) otherwise (a "“Covered Payment"”) would constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by under Section 4999 of the Code, Code (or any successor provision thereto) or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxcollectively, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Company shall pay to Executive, no later than the time the Excise Tax is required to be paid by Executive or withheld by the Company, an additional payment amount (a "the “Gross-Up Payment"”) equal to the sum of the Excise Tax payable by Executive, plus the amount necessary to put Executive in an amount such that after payment by Executive of the same after-tax position (taking into account any and all applicable federal, state, local and foreign income, employment, excise and any other applicable taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, the Excise Tax and any income and employment taxes (except for imposed on the Gross-Up Payment”) that he would have been in if Executive had not incurred any income tax liability under Section 409A 4999 of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon . For purposes of determining the amount of the Gross-Up Payment, unless Executive retains an amount specifies that other rates apply, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment equal is to be made, and state and local income taxes at the Excise Tax imposed upon highest marginal rate of taxation in the Payments. (b) Subject to state and locality of Executive’s residence on the provisions date of Section 4(c)change of control, all net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. All determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, 12 shall be made in writing and in good faith by an independent registered public accounting firm selected by the Company that which is not also the Company's then current accounting firm for annual audit purposes reasonably acceptable to Executive (the "Accounting Firm") “Accountants”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant Company or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), below. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any any such determination by the Accounting Firm shall be binding upon the Company and Executive. As a result All fees and expenses of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment Accountants shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected borne by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to Executive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), below. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx sxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. (a) Except as provided for Notwithstanding anything contained in Section 4(e) below and notwithstanding this Amendment or any other provision in this Agreement document to the contrary, in to the event it shall be determined extent that any payment or distribution of any type to or for the Executive by the Company or any of its affiliated companies to or for the benefit of Executive (affiliates, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options or restricted stock granted by the Company pursuant to this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment"collectively, the “Total Payments”) would is or will be subject to the excise tax imposed by under Section 4999 of the CodeCode (which reference includes, for purposes of this Agreement, any similar successor provision to Section 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter penalties collectively referred to as the "“Excise Tax"”), then the Company Executive shall pay be entitled to Executive receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon the Total Payments, including any Excise Tax on the Gross-Up Payment, the net amount retained by the Executive, after deduction of the Excise Tax and any federal, state and local income or payroll tax upon the Gross-Up Payment, equals the net amount the Executive retains an amount would have received in the absence of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsTax. (b) Subject to The determination of the provisions amount of Section 4(c), all determinations required to be made under this Section 4, including whether and when a any Gross-Up Payment is required and the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered public a nationally recognized accounting firm or consulting firm with experience in such matters selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "“Accounting Firm") ”), which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of after the receipt of notice from Executive that there has been a Payment, or date such earlier time as calculation is requested by the Company. In Company or the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder)Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), below. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. . (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderFirm, it is possible that no Gross-Up Payments which Payment will not initially be made but that a Gross-Up Payment should have been made, or a Gross-Up Payment will initially be made by the Company in an amount that is less than what should have been made ("any of such events is referred to as an “Underpayment"”), consistent with the calculations required to . It is also possible that a Gross-Up Payment will initially be made hereunderin an amount that is greater than what should have been made (an “Overpayment”). The determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance with Section 5.3. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Taxan Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by to the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the as an additional Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing In the event of such claim and shall apprise an Overpayment, the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company Corporation the amount of such refund (Overpayment together with any interest paid or credited thereon after taxes on such amount (at the applicable thereto). If, after payment of an amount by the Company pursuant to Federal rate provided for in Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (301274(d) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code) for the period commencing on the date of the Overpayment to the date of such payment by the Executive to the Corporation. The determination of whether any reduction in Executive shall make such payments or benefits to be provided under this Agreement is required pursuant payment to the preceding sentence will be made at Corporation as soon as administratively practicable after the expense Corporation notifies the Executive of the Company by (a) the Accounting Firm. The fact ’s determination that Executive's right to payments or benefits may be reduced by reason of an Overpayment was made and (b) the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended amount to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriaterepaid. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.”

Section 280G Gross-Up. If the aggregate of all payments or benefits made or provided to the Executive under this Agreement and under all other plans and programs of the Company (athe “Aggregate Payment”) Except is determined to constitute a parachute payment, as provided for such term is defined in Section 4(e280G(b)(2) below and notwithstanding any other provision in this Agreement of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall pay to the contraryExecutive, in the event it shall be determined that any payment or distribution by the Company or its affiliated companies prior to or for coincident with the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to time any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive Code (the “Excise Tax”) is payable with respect to such excise tax (such excise taxAggregate Payment, together with any such interest and an additional amount that, after the imposition of all penalties, are hereinafter collectively referred income, excise and other federal, state and local taxes thereon, is equal to as the "Excise Tax"), then the Company shall pay to Executive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A sum of the Code), any Excise Tax on the Aggregate Payment and interest and penalties imposed with respect thereto, and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon and such additional amount (“Additional Amount”). The determination of whether the Payments. (b) Subject Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to the provisions Executive and the time of Section 4(c), all determinations required payment pursuant to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, 6(e) shall be made by an independent registered public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes auditor (the "Accounting Firm"“Auditor”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested selected by the Company. In Notwithstanding the foregoing, in the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses amount of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), below. If the Accounting Firm determines that no Executive’s Excise Tax liability is payable by Executive, it shall furnish Executive with a written opinion that failure subsequently determined to report be greater than the Excise Tax on Executive's applicable federal income tax return would not result in liability with respect to which an initial Additional Amount has been paid to the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon Executive under this Section 6(e), the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes a further Additional Amount with respect to such claim is due). If additional Excise Tax (and any interest and penalties thereon) at the Company notifies Executive time and in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give amount determined in the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim same manner as the Company shall reasonably request in writing from time initial Additional Amount was determined so as to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by make the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmlesswhole, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment Excise Tax (and provided further, that any extension interest and penalties thereon) and such additional amount paid by the Company. In the event the amount of the statute of limitations relating Executive’s Excise Tax liability is subsequently determined to payment of taxes for be less than the taxable year of Executive Excise Tax liability with respect to which such contested amount is claimed an initial payment to be due is limited solely to such contested amount. Furthermorethe Executive has been made, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contestshall, as soon as practical after the case may bedetermination is made, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together the overpayment by the Company, reduced by the amount of any relevant taxes already paid by the Executive and not refundable, all as determined by the Auditor. The Executive and the Company shall cooperate with each other in connection with any interest proceeding or claim relating to the existence or amount of liability for Excise Tax, and all expenses incurred by the Executive in connection therewith shall be paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing promptly upon notice of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance demand from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision Notwithstanding anything in this Agreement or any other plan, program, policy, agreement or arrangement to the contrary, in if any of the event it shall payments, rights, benefits, distributions, or entitlements provided or to be determined that any payment or distribution provided by the Company or any of its affiliated companies affiliates to Executive or for the Executive’s benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, the PSA award agreement, the RSU Award agreement or otherwise, but determined without regard to any additional payments required under this Section 4) otherwise (a "“Covered Payment"”) would constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by under Section 4999 of the Code, Code (or any successor provision thereto) or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxcollectively, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Company shall pay to Executive, no later than the time the Excise Tax is required to be paid by Executive or withheld by the Company, an additional payment amount (a "the “Gross-Up Payment"”) equal to the sum of the Excise Tax payable by Executive, plus the amount necessary to put Executive in an amount such that after payment by Executive of the same after-tax position (taking into account any and all applicable federal, state, local and foreign income, employment, excise and any other applicable taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, the Excise Tax and any income and employment taxes (except for imposed on the Gross-Up Payment”) that he would have been in if Executive had not incurred any income tax liability under Section 409A 4999 of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon . For purposes of determining the amount of the Gross-Up Payment, unless Executive retains an amount specifies that other rates apply, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment equal is to be made, and state and local income taxes at the Excise Tax imposed upon highest marginal rate of taxation in the Payments. (b) Subject to state and locality of Executive’s residence on the provisions date of Section 4(c)change of control, all net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. All determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, 12 shall be made in writing and in good faith by an independent registered public accounting firm selected by the Company that which is not also the Company's then current accounting firm for annual audit purposes reasonably acceptable to Executive (the "Accounting Firm") “Accountants”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant Company or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), below. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any any such determination by the Accounting Firm shall be binding upon the Company and Executive. As a result All fees and expenses of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment Accountants shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected borne by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.

Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be determined that If any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable would receive pursuant to the terms of this Agreement or otherwiseSection 7(b), but determined without regard to any additional payments payment required under this Section 4) 7(b)(i), (a "collectively, the “Payment"”) would (x) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (y) be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by Executive payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then Executive shall be entitled to receive from the Company shall pay to Executive an additional payment (a "the “Gross-Up Payment",” and any iterative payments pursuant to this paragraph also shall be “Gross-Up Payments”) in an amount such that after shall fund the payment by Executive of any Excise Tax on the Payment, as well as all income and employment taxes (including on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon on the Gross-Up Payment. For this purpose, all income taxes will be assumed to apply to Executive retains an at the highest marginal rate. Notwithstanding the foregoing, the total amount paid as Gross-Up Payments will not exceed twice the sum of the Executive’s then current Base Salary and Target Bonus. Any Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent registered public accounting firm selected paid to Executive, or for his benefit, within 15 days following receipt by the Company that is not also of the Company's then current report of the accounting firm described below. The accounting firm engaged by the Company for annual general audit purposes (as of the "Accounting Firm") which shall provide detailed supporting calculations both day prior to the Company and Executive within fifteen (15) business days effective date of the receipt Change of notice from Executive that there has been a Payment, or such earlier time as is requested Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company. In the event that the Accounting Firm Company is also serving as accountant or auditor for the individual, entity or group effecting which will control the Company upon the occurrence of a Change in of Control, Executive the Company shall appoint another a nationally recognized public accounting firm other than the accounting firm engaged by the Company for general audit purposes to make the determinations required hereunder (which hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall then be referred provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty calendar days after the date on which such accounting firm has been engaged to make such determinations or such other time as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid requested by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination, but in no event later than the time set forth in Section 4(f), belowor Executive. If the Accounting Firm accounting firm determines that no Excise Tax is payable by Executivewith respect to a Payment, it shall furnish the Company and Executive with a written an opinion reasonably acceptable to Executive that failure to report the no Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penaltywill be imposed with respect to such Payment. Any determination by good faith determinations of the Accounting Firm accounting firm made hereunder shall be binding final, binding, and conclusive upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company desires Executive to pay such claim and xxx for a refund, the Company shall, on Executive's behalf, pay such claim and on an after-tax basis reimburse Executive from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after payment by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment of an amount by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding Executive otherwise being eligible for a Gross-Up Payment under this Section 4, if, excluding any Gross-Up Payment required to be made pursuant to this Section 4, the "parachute payment" made to Executive does not exceed three times Executive's "base amount" by more than $1,000, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 4(e), the terms "excess parachute payment," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 4(e) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 4(e), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within 10 business days of the date of termination of Executive's employment, the Company may effect such reduction in any manner it deems appropriate. (f) Any Gross-Up Payment made to Executive pursuant to this Section 4 shall be exempt from Code Section 409A pursuant to the short-term deferral exception to Code Section 409A. Absent further guidance from the United States Treasury Department, the Internal Revenue Service or any judicial authority relating to the application of Section 409A to Section 280G Gross-Up Payments, Gross-Up Payments pursuant to this Section 4 shall be made as follows: (i) With respect to any Gross-Up Payment that can be reasonably calculated as of the time of a Change in Control or shortly thereafter, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the Change in Control occurs; (ii) With respect to any Gross-Up Payment that results from Executive becoming eligible for benefits under this Agreement upon Executive's termination of employment, such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the earlier of (A) the event giving rise to Executive's Good Reason occurs or (B) Executive's termination of employment; and (iii) With respect to any Gross-Up Payment that is required to be made to Executive pursuant to Section 4(c), such Gross-Up Payment shall be made to Executive no later than March 15th of the calendar year following the year in which the alleged obligation of Executive, as reflected by Executive's receipt of a claim by the Internal Revenue Service, is received by Executive.