Common use of Section 280G of the Code Clause in Contracts

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (ia) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (iib) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee Executive without Employeethe Executive’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment under Section 8(a)(ii) shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonusany COBRA Reimbursements or Alternative Payments under Section 8(a)(iii); (ii) any the continuation vesting of medical benefits, the Unvested Shares under Section 8(a)(iv); and (iii) the Unvested RSU Bonus Shares and (iv) the Accrued ObligationsObligations under Section 8(a)(i). For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change change in Control control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrarycontrary contained herein (or any other agreement entered into by and between Executive and the Company or any incentive arrangement or plan offered by the Company), if in the event that any amount or benefit paid or distributed to Executive would receive (i) any paymentpursuant to this Agreement, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, taken together with any other payment, deemed payment amounts or other benefit benefits otherwise paid to Executive by the Executive may receive under any other plan, program, policy or arrangement Company (collectively with the payments under Section 8 and 9 hereofcollectively, the “Covered Payments”), would constitute an “excess parachute payment” under section as defined in Section 280G of the Code that Code, and would be or become thereby subject Executive to the an excise tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed(an “Excise Tax”), and the provisions of this Section 10 shall apply. If the aggregate present value (iias determined for purposes of Section 280G of the Code) a greater net after-tax benefit by limiting of the Covered Payments so that exceeds the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could which can be paid to the Employee Executive without Employee’s being subject to any Executive incurring an Excise Tax (the “Safe Harbor Amount”)Tax, then the Covered Payments amounts payable to Executive under this Agreement (or any other agreement by and between Executive and the Executive Company or pursuant to any incentive arrangement or plan offered by the Company) shall be reduced (but not below zero) so that to the aggregate maximum amount of parachute which may be paid hereunder without Executive becoming subject to the Excise Tax (such reduced payments that to be referred to as the Executive receives does not exceed the Safe Harbor Amount“Payment Cap”). In the event that the Executive receives reduced payments and benefits hereunderas a result of application of this Section 10, such Executive shall have the right to designate which of the payments and benefits otherwise set forth herein (or any other agreement between the Company and Executive or any incentive arrangement or plan offered by the Company) shall be reduced received in connection with the application of the Safe Harbor Amount in the following manner: firstPayment Cap, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will following sentence. Reduction shall first be treated as “parachute payments” within the meaning made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 280G 409A of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) then shall be treated as subject to the Excise Tax, unless, and except made (to the extent that, in the good faith judgment necessary) out of a public accounting firm appointed by the Company prior payments and benefits that are subject to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) 409A of the Code) in excess of Code and that are due at the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codelatest future date.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrarycontrary contained herein (or any other agreement entered into by and between Executive and the Company or any incentive arrangement or plan offered by the Parent or Company), if in the event that any amount or benefit paid or distributed to Executive would receive (i) any paymentpursuant to this Agreement, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, taken together with any other payment, deemed payment amounts or other benefit benefits otherwise paid to Executive by the Executive may receive under any other plan, program, policy Parent or arrangement Company (collectively with the payments under Section 8 and 9 hereofcollectively, the “Covered Payments”), would constitute an “excess parachute payment” under section as defined in Section 280G of the Code that Code, and would be or become thereby subject Executive to the an excise tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed(an “Excise Tax”), and the provisions of this Section 10 shall apply. If the aggregate present value (iias determined for purposes of Section 280G of the Code) a greater net after-tax benefit by limiting of the Covered Payments so that exceeds the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could which can be paid to the Employee Executive without Employee’s being subject to any Executive incurring an Excise Tax (the “Safe Harbor Amount”)Tax, then the Covered Payments amounts payable to Executive under this Agreement (or any other agreement by and between Executive, the Executive Parent, and/or the Company or pursuant to any incentive arrangement or plan offered by the Parent or Company) shall be reduced (but not below zero) so that to the aggregate maximum amount of parachute which may be paid hereunder without Executive becoming subject to the Excise Tax (such reduced payments that to be referred to as the Executive receives does not exceed the Safe Harbor Amount“Payment Cap”). In the event that the Executive receives reduced payments and benefits hereunderas a result of application of this Section 10, such Executive shall have the right to designate which of the payments and benefits otherwise set forth herein (or any other agreement between the Parent, the Company and/or Executive or any incentive arrangement or plan offered by the Parent or Company) shall be reduced received in connection with the application of the Safe Harbor Amount in the following manner: firstPayment Cap, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will following sentence. Reduction shall first be treated as “parachute payments” within the meaning made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 280G 409A of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) then shall be treated as subject to the Excise Tax, unless, and except made (to the extent that, in the good faith judgment necessary) out of a public accounting firm appointed by the Company prior payments and benefits that are subject to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) 409A of the Code) in excess of Code and that are due at the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codelatest future date.

Section 280G of the Code. Notwithstanding anything contained in If any payment or benefit (including payments and benefits pursuant to this Agreement to the contrary, if the Executive Agreement) that you would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) any payment, deemed payment or other benefit as constitute a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”), and all “parachute payments” in excess (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “base amount” (as defined under Section 280G(b)(3) Excise Tax”), then the Company shall cause to be determined, before any amounts of the Code) shall Transaction Payment are paid to you, which of the following two alternative forms of payment would result in your receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be treated as subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), unlessor (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) you shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and except to the extent that, (y) reduction in payments and/or benefits shall occur in the good faith judgment manner that results in the greatest economic benefit to you as determined in this paragraph. If more than one method of a public accounting firm appointed reduction will result in the same economic benefit, the portions of the Transaction Payment shall be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company prior to the Change in Control or tax counsel selected by such accounting firm Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company has a for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the meaning application of Section 280G(b)(4)(B) Sections 280G and 4999 of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, . You and the value of any non-cash benefits or any deferred payment or benefit Company shall be determined by furnish to the Accountants such information and documents as the Accountants may reasonably request in accordance order to make a determination under this paragraph. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this paragraph as well as any costs incurred by you with the principles of Section Accountants for tax planning under Sections 280G and 4999 of the Code.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to Sections 280G and 4999 of the contrary, Internal Revenue Code (“Code”) may place significant tax burdens on both Executive and Company if the total payments made to Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of due to certain change in control events described in Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be (the “Total Change in Control Payments”) equal or become subject exceed Executive’s 280G Cap. For this purpose, Executive’s “280G Cap” is equal to Executive’s average annual compensation in the five (5) calendar years preceding the calendar year in which the change in control event occurs (the “Base Period Income Amount”) times three (3). If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one (1) times Executive’s Base Period Income Amount. In determining whether the Total Change in Control Payments will equal or exceed the 280G Cap and result in the imposition of an Excise Tax, the provisions of Sections 280G and 4999 of the Code and the applicable Treasury Regulations will control over the general provisions of this Section 18. All determinations and calculations required to implement the rules set forth in this Section 18 shall take into account all applicable federal, state, and local income taxes and employment taxes (and for purposes of such calculations, Executive shall be deemed to pay income taxes at the highest combined federal, state and local marginal tax rates for the calendar year in which the Total Change in Control Payments are to be made, less the maximum federal income tax deduction that could be obtained as a result of a deduction for state and local taxes (the “Assumed Taxes”)). (a) Subject to the “best net” exception described in Section 18(b), in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to avoid equaling or exceeding the 280G Cap, with such reduction first applied to the cash severance payments that Executive would otherwise be entitled to receive pursuant to this Agreement and thereafter applied in a manner that will not subject Executive to tax and penalties under Section 409A of the Code. (b) If Executive’s Total Change in Control Payments minus the Excise Tax and the Assumed Taxes (payable with respect to the amount of the Total Change in Control Payments) exceeds the 280G Cap minus the Assumed Taxes (payable with respect to the amount of the 280G Cap), then the total payments to which Executive is entitled under this Agreement or otherwise will not be reduced pursuant to Section 18(a). If this “best net” exception applies, Executive shall be fully responsible for paying any Excise Tax (and income or other taxes) that may be imposed under on Executive pursuant to Section 4999 of the Code or any similar tax that may hereafter be imposedotherwise. (c) Company will engage a law firm, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount certified public accounting firm, and/or a firm of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax reputable executive compensation consultants (the “Safe Harbor AmountConsultant”), then ) to make any necessary determinations and to perform any necessary calculations required in order to implement the Covered Payments rules set forth in this Section 18. The Consultant shall provide detailed supporting calculations to both Company and Executive and all fees and expenses of the Executive Consultant shall be reduced (but not below zero) so that borne by Company. If the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning provisions of Section 280G and 4999 of the CodeCode are repealed without succession, and all “parachute payments” in excess of the “base amount” (as defined under this Section 280G(b)(3) of the Code) 18 shall be treated as subject of no further force or effect. In addition, if this provision does not apply to the Excise TaxExecutive for whatever reason, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of this Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codeno further force or effect.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (ia) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof thatunder this Agreement, that together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (iib) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee Executive without Employeethe Executive’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in a manner determined by the following manner: Board in a manner that complies with Section 409A that first reduces any payments or benefits that are valued at full value under the applicable provisions of Section 280G, with the latest in time payments or benefits reduced first, and then reducing any payments or benefits that are valued at less than full value under the Executive’s Severance Payment shall be reducedapplicable provisions of Section 280G, followed by, to with the extent necessary and latest in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligationstime payments or benefits reduced first. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change change in Control control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to Sections 280G and 4999 of the contrary, Code may place significant tax burdens on both Executive and the Company if the total payments made to Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of due to certain change in control events described in Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be (the “Total Change in Control Payments”) equal or become subject exceed Executive’s 280G Cap. For this purpose, Executive’s “280G Cap” is equal to Executive’s average annual compensation in the five (5) calendar years preceding the calendar year in which the change in control event occurs (the “Base Period Income Amount”) times three (3). If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one (1) times Executive’s Base Period Income Amount. In determining whether the Total Change in Control Payments will equal or exceed the 280G Cap and result in the imposition of an Excise Tax, the provisions of Sections 280G and 4999 of the Code and the applicable Treasury Regulations will control over the general provisions of this Section 18. All determinations and calculations required to implement the rules set forth in this Section 18 shall take into account all applicable federal, state, and local income taxes and employment taxes (and for purposes of such calculations, Executive shall be deemed to pay income taxes at the highest combined federal, state and local marginal tax rates for the calendar year in which the Total Change in Control Payments are to be made, less the maximum federal income tax deduction that could be obtained as a result of a deduction for state and local taxes (the “Assumed Taxes”)). (a) Subject to the “best net” exception described in Section 18(b), in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to avoid equaling or exceeding the 280G Cap, with such reduction first applied to the cash severance payments that Executive would otherwise be entitled to receive pursuant to this Agreement and thereafter applied in a manner that will not subject Executive to tax and penalties under Section 409A of the Code. (b) If Executive’s Total Change in Control Payments minus the Excise Tax and the Assumed Taxes (payable with respect to the amount of the Total Change in Control Payments) exceeds the 280G Cap minus the Assumed Taxes (payable with respect to the amount of the 280G Cap), then the total payments to which Executive is entitled under this Agreement or otherwise will not be reduced pursuant to Section 18(a). If this “best net” exception applies, Executive shall be fully responsible for paying any Excise Tax (and income or other taxes) that may be imposed under on Executive pursuant to Section 4999 of the Code or any similar tax that may hereafter be imposedotherwise. (c) The Company will engage a law firm, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount certified public accounting firm, and/or a firm of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax reputable executive compensation consultants (the “Safe Harbor AmountConsultant”), then ) to make any necessary determinations and to perform any necessary calculations required in order to implement the Covered Payments rules set forth in this Section 18. The Consultant shall provide detailed supporting calculations to both the Company and Executive and all fees and expenses of the Consultant shall be reduced (but not below zero) so that borne by the aggregate amount of parachute payments that Company. If the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning provisions of Section 280G and 4999 of the CodeCode are repealed without succession, and all “parachute payments” in excess of the “base amount” (as defined under this Section 280G(b)(3) of the Code) 18 shall be treated as subject of no further force or effect. In addition, if this provision does not apply to the Excise TaxExecutive for whatever reason, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of this Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codeno further force or effect.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrarycontrary contained herein (or any other agreement entered into by and between Executive and the Company or any incentive arrangement or plan offered by the Company), if in the event that any amount or benefit paid or distributed to Executive would receive (i) any paymentpursuant to this Agreement, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, taken together with any other payment, deemed payment amounts or other benefit benefits otherwise paid to Executive by the Executive may receive under any other plan, program, policy or arrangement Company (collectively with the payments under Section 8 and 9 hereofcollectively, the “Covered Payments”), would constitute an “excess parachute payment” under section as defined in Section 280G of the Code that Code, and would be or become thereby subject Executive to the an excise tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed(an “Excise Tax”), and the provisions of this Section 8 shall apply. If the aggregate present value (iias determined for purposes of Section 280G of the Code) a greater net after-tax benefit by limiting of the Covered Payments so that exceeds the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could which can be paid to the Employee Executive without Employee’s being subject to any Executive incurring an Excise Tax (the “Safe Harbor Amount”)Tax, then the Covered Payments amounts payable to Executive under this Agreement (or any other agreement by and between Executive and the Executive Company or pursuant to any incentive arrangement or plan offered by the Company) shall be reduced (but not below zero) so that to the aggregate maximum amount of parachute which may be paid hereunder without Executive becoming subject to the Excise Tax (such reduced payments that to be referred to as the Executive receives does not exceed the Safe Harbor Amount“Payment Cap”). In the event that the Executive receives reduced payments and benefits hereunderas a result of application of this Section 8, such Executive shall have the right to designate which of the payments and benefits otherwise set forth herein (or any other agreement between the Company and Executive or any incentive arrangement or plan offered by the Company) shall be reduced received in connection with the application of the Safe Harbor Amount in the following manner: firstPayment Cap, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will following sentence. Reduction shall first be treated as “parachute payments” within the meaning made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 280G 409A of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) then shall be treated as subject to the Excise Tax, unless, and except made (to the extent that, in the good faith judgment necessary) out of a public accounting firm appointed by the Company prior payments and benefits that are subject to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) 409A of the Code) in excess of Code and that are due at the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codelatest future date.

Section 280G of the Code. Notwithstanding anything contained any other provision in this Agreement to the contrary, if the Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other paymentagreement, deemed payment contract, or other benefit understanding entered into by the Executive may receive under any other plan, program, policy or arrangement (collectively Employee with the payments under Section 8 and 9 hereofCompany or any of its subsidiaries, in the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of event that it is determined by the Code reasonable computation by a nationally recognized certified public accounting firm that would shall be or become subject to selected by the tax Company (the “Excise TaxAccountant”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments the payments, distributions, benefits and entitlements of any type payable by the Company or any subsidiary to or for the Employee’s benefit under this Agreement or any other formal or informal plan or other arrangement, contract or understanding (including any payment, distribution, benefit or entitlement made by any person or entity effecting a change of control), in each case, that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall could be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as considered “parachute payments” within the meaning of Section 280G of the CodeCode (such payments, and all the “parachute payments” in excess Parachute Payments”) that, but for this Section 7 would be payable to the Employee, exceeds the greatest amount of Parachute Payments that could be paid to the Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, being hereafter collectively referred to as the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), then the aggregate amount of Parachute Payments payable to the Employee shall not exceed the amount which produces the greatest after-tax benefit to the Employee after taking into account any Excise Tax to be payable by the Employee. For the avoidance of doubt, this provision will reduce the amount of Parachute Payments otherwise payable to the Employee, if doing so would place the Employee in a better net after-tax economic position as compared with not doing so (taking into account the Excise Tax payable in respect of such Parachute Payments). The Company has a reasonable basis to conclude that such Covered shall reduce or eliminate the Parachute Payments (in whole by first reducing or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within eliminating the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” Parachute Payments that are payable in cash and then by reducing or such “parachute payments” are otherwise not subject to such Excise Tax, and eliminating the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G portion of the CodeParachute Payments, in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time from the date of the Accountant’s determination.

Section 280G of the Code. (a) Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In in the event that any severance and other benefits provided to or for the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application benefit of the Safe Harbor Amount in Employee or his legal representatives and dependents pursuant to this Agreement and any other agreement, benefit, plan, or policy of the following manner: firstRelated Parties (this Agreement and such other agreements, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iiiplans, and policies collectively being referred to herein as the “Change of Control Arrangements”) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as constitute “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3280G(b)(2) of the CodeCode (such severance and other benefits being referred to herein as the “Change of Control Payments”) shall that would be treated as subject to the excise tax imposed by Section 4999 of the Code (such excise tax referred to in this Agreement as the “Excise Tax”), then (i) if the shareholder approval exemption set forth in Section 280G(b)(5) is available, then the Employer and the Employee shall take all steps necessary, including, without limitation, waiver of rights by the Employee, to seek shareholder approval for such Change of Control Payments in accordance with Section 280G(b)(5) of the Code and the regulations promulgated thereunder; or (ii) if the shareholder approval exemption set forth in Section 280G(b)(5) is not available, then the Employer will provide the Employee with a computation of (A) the maximum amount of Change of Control Payments that could be made under the Change of Control Arrangements, without the imposition of the Excise Tax (said maximum amount being referred to as the “Capped Amount”); (B) the value of all Change of Control Payments that could be made pursuant to the terms of the Change in Control Arrangements (all said payments, distributions and benefits being referred to as the “Uncapped Payments”); (C) the dollar amount of Excise Tax which the Employee would become obligated to pay pursuant to Section 4999 of the Code as a result of receipt of the Uncapped Payments; and (D) the net value of the Uncapped Payments after reduction by (1) the amount of the Excise Tax, unless(2) the estimated income taxes payable by the Employee on the difference between the Uncapped Payments and the Capped Amount, assuming that the Employee is paying the highest marginal tax rate for state, local and federal income taxes, and except (3) the estimated hospital insurance taxes payable by the Employee on the difference between the Uncapped Payments and the Capped Amount based on the hospital insurance tax rate under Section 3101(b) of the Code (the “Net Uncapped Amount”). If the Capped Amount is greater than the Net Uncapped Amount, the Employee shall be entitled to receive or commence to receive the Change of Control Payments equal to the extent thatCapped Amount; or if the Net Uncapped Amount is greater than the Capped Amount, the Employee shall be entitled to receive or commence to receive the Change of Control Payments equal to the Uncapped Payments. If the Employee receives the Uncapped Payments, then the Employee shall be solely responsible for the payment of the Excise Tax due from the Employee and attributable to such Uncapped Payments, with no right of additional payment from any of the Related Parties as reimbursement for such taxes. (b) Unless the Employer and the Employee otherwise agree in the good faith judgment of a writing, any determination required under this Section 6.7 shall be made in writing by tax counsel or by an independent public accounting firm appointed agreed to by the Company prior to Employer and the Change in Control or tax counsel selected by such accounting firm Employee (the “AccountantsAuditor”), whose determination shall be conclusive and binding upon the Company has a Employer and the Employee. For purposes of making the calculations required by this Section 6.7, the Auditor may make reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the meaning application of Section 280G(b)(4)(B) Sections 280G and 4999 of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, . The Employer and the value of Employee shall furnish to the Auditor such information and documents as the Auditor may reasonably request in order to make a determination under this Section 6.7. The Employer shall bear all costs the Auditor may reasonably incur in connection with any non-cash benefits or any deferred payment or benefit shall be determined calculations contemplated by the Accountants in accordance with the principles of this Section 280G of the Code6.7.

Section 280G of the Code. Notwithstanding anything contained Anything in this Agreement to the contrarycontrary notwithstanding, if in the Executive would receive (i) event that a Change in Control occurs and it shall be determined that any payment, deemed payment or other distribution by the Company to or for the benefit as a result of the operation Executive, whether paid or payable or distributed or distributable pursuant to the terms of Section 8 this Agreement or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement otherwise (collectively with the payments under Section 8 and 9 hereof, the “Covered Total Payments”), ) would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not otherwise exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”)) that could be received by the Executive without the imposition of an excise tax under Section 4999 of Code, then the Covered Total Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary extent, and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject only to the Excise Taxextent, such Covered Payments will be treated necessary to assure that their aggregate present value, as “parachute payments” within determined in accordance the meaning applicable provisions of Section 280G of the Code, and all “parachute payments” in excess does not exceed the greater of the following dollar amounts (the “base amount” (as defined Benefit Limit”): the Safe Harbor Amount, or the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under Section 280G(b)(3) 4999 of the Code) Code on the Total Payments. All determinations to be made under this Section 12 shall be treated as subject made by an independent public accounting firm chosen by the Company (the “Accounting Firm”). In determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the Excise Tax, unlessrestrictive covenants in effect for the Executive pursuant to Section 11 this Agreement, and except the amount of the Executive’s potential parachute payment under Section 280G of the Code shall reduced by the value of those restrictive covenants to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance consistent with the principles of Section 280G of the Code. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 12 shall be borne solely by the Company. To the extent a reduction to the Total Payments is required to be made in accordance with this Section 12, such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to the Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis, but not below zero.

Section 280G of the Code. (a) Notwithstanding anything contained in any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if the Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation payments or benefits provided or to be provided by the Company or its affiliates to Executive or for Executive’s benefit pursuant to the terms of Section 8 this Agreement or 9 hereof thatotherwise, together with any other payment, deemed payment or other benefit including without limitation the Executive may receive under any other plan, program, policy or arrangement RSU Award Agreement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would ) constitute an parachute payments (“excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise TaxParachute Payments”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “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 under Section 4999 of the Code (or any successor provision thereto) or any interest or penalties with respect to such excise tax (collectively, 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 amount (the “Gross-up Payment”) equal to the sum of the Excise Tax payable by Executive, plus the amount necessary to put Executive in the same after-tax position (taking into account any and all “parachute payments” applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax and any income and employment taxes imposed on the Gross-up Payment)) that Executive would have been in excess of the “base amount” (as defined if Executive had not incurred any tax liability under Section 280G(b)(3) 4999 of the Code. (b) The determination of whether a Gross-up Payment will be required, and of the amount of such Gross-up Payment, shall initially be made (at the Company’s expense) by a nationally recognized registered public accounting firm reasonably acceptable to the Company and Executive prior to the time the Excise Tax is required to be paid by Executive or withheld by the Company, and shall be treated made applying the assumptions that Executive will pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the Gross-up Payment is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Executive’s residence at the time. In light of the uncertainty in applying Sections 280G and 4999 of the Code, if it is subsequently determined that the Gross-up Payment is not sufficient to put Executive in the same after-tax position (taking into account any and all applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax and such taxes imposed on the Gross-up Payment)) that Executive would have been in if Executive had not incurred the Excise Tax, then the Company shall promptly pay to or for the benefit of Executive such additional amounts necessary to put Executive in the same after-tax position that Executive would have been in if the Excise Tax had not been imposed. In the event that a written ruling of the Internal Revenue Service (“IRS”) is obtained by or on behalf of the Company or Executive, which provides that Executive is not required to pay, or is entitled to a refund with respect to, all or a portion of the Excise Tax, then Executive shall reimburse the Company in an amount equal to the Gross-up Payment, less any amounts which remain payable by or are not refunded to Executive, within sixty (60) days of the date of the IRS determination or the date Executive receives the refund, as subject applicable. Executive and the Company shall reasonably cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for the Excise Tax; provided that, if the Company decides to contest a claim by the IRS relating to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by then the Company prior to the Change shall bear and pay directly or indirectly all costs and expenses (including any additional interest and penalties and any legal and accounting fees and expenses) incurred in Control connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or tax counsel selected by such accounting firm (the “Accountants”)income tax, the Company has including interest and penalties with respect thereto, imposed as a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) result of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the CodeCompany’s action.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to (a) Sections 280G and 4999 of the contrary, Code may place significant tax burdens on both Executive and the Company if the total payments made to Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of due to certain change in control events described in Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be (the “Total Change in Control Payments”) equal or become subject exceed Executive’s 280G Cap. For this purpose, Executive’s “280G Cap” is equal to Executive’s average annual compensation in the five calendar years preceding the calendar year in which the change in control event occurs (the “Base Period Income Amount”) times three. If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one times Executive’s Base Period Income Amount. In determining whether the Total Change in Control Payments will equal or exceed the 280G Cap and result in the imposition of an Excise Tax, the provisions of Sections 280G and 4999 of the Code and the applicable Treasury Regulations will control over the general provisions of this Section 10. All determinations and calculations required to implement the rules set forth in this Section 10 will take into account all applicable federal, state, and local income taxes and employment taxes (and for purposes of such calculations, Executive will be deemed to pay income taxes at the highest combined federal, state and local marginal tax rates for the calendar year in which the Total Change in Control Payments are to be made, less the maximum federal income tax deduction that could be obtained as a result of a deduction for state and local taxes (the “Assumed Taxes”)). (b) Subject to the “best net” exception described in Section 10(c), in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to avoid equaling or exceeding the 280G Cap, with such reduction first applied to the cash severance payments that Executive would otherwise be entitled to receive pursuant to this Agreement and thereafter applied in a manner that will not subject Executive to tax and penalties under Section 409A of the Code. Any reduction in payments and/or benefits pursuant to this Section 10(b) will occur in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of equity awards other than stock options; (iii) cancellation of accelerated vesting of stock options; and (iv) reduction of other benefits payable to you. Notwithstanding the foregoing, any reduction in payments pursuant to this Section 10(b) will be made in compliance with Section 409A of the Code. (c) If Executive’s Total Change in Control Payments minus the Excise Tax and the Assumed Taxes (payable with respect to the amount of the Total Change in Control Payments) exceeds the 280G Cap minus the Assumed Taxes (payable with respect to the amount of the 280G Cap), then the total payments to which Executive is entitled under this Agreement or otherwise will not be reduced pursuant to Section 10(b). If this “best net” exception applies, Executive will be fully responsible for paying any Excise Tax (and income or other taxes) that may be imposed under on Executive pursuant to Section 4999 of the Code or any similar tax that may hereafter be imposedotherwise. The Company will engage a law firm, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount certified public accounting firm, and/or a firm of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax reputable executive compensation consultants (the “Safe Harbor AmountConsultant”), then ) to make any necessary determinations and to perform any necessary calculations required in order to implement the Covered Payments rules set forth in this Section 10. The Consultant will provide detailed supporting calculations to both the Company and Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments all fees and benefits shall be reduced in connection with the application expenses of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments Consultant will be subject to borne by the Excise Tax, such Covered Payments will be treated as “parachute payments” within Company. If the meaning provisions of Section 280G and 4999 of the CodeCode are repealed without succession, and all “parachute payments” in excess this Section 10 will be of the “base amount” (as defined under no further force or effect. In addition, if this provision does not apply to Executive for whatever reason, this Section 280G(b)(3) will be of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control no further force or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codeeffect.

Section 280G of the Code. Notwithstanding anything contained in (a) If any payment or benefit received by Executive pursuant to this Agreement to the contrary, if (or any payments that the Executive would receive (i) any payment, deemed payment from the Bank or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively otherwise in connection with the payments under Transaction) is subject to the excise tax imposed by Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G 4999 of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments Executive shall be entitled to 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 (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the payments. (b) It is possible that, after the determinations and selections made pursuant to this Section 9, the Executive will receive payments and benefits (including a Gross-Up Payment) that are, in the aggregate, either more or less than the limitations provided in Section 9(a) (hereafter referred to as an “Excess Payment” or “Underpayment”, respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall be reduced refund the Excess Payment to the Bank promptly on demand, together with an additional payment in an amount equal to the product obtained by multiplying the Excess Payment times the applicable annual federal rate (but not below zeroas determined in and under Section 1274(d) so that of the aggregate amount Code) times a fraction whose numerator is the number of parachute payments that days elapsed from the Executive receives does not exceed date of the Safe Harbor AmountExecutive’s receipt of such Excess Payment through the date of such refund and whose denominator is 365. In the event that it is determined (x) by a court of competent jurisdiction or (y) by the Accounting Firm (as defined in Section 9(c) below) upon request by the Executive receives reduced payments or the Bank, that an Underpayment has occurred, the Bank shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination together with an additional payment in an amount equal to the product obtained by multiplying the Underpayment times the applicable annual federal rate (as determined in and benefits hereunder, such payments and benefits shall be reduced in connection with the application under Section 1274(d) of the Safe Harbor Amount in Code) times a fraction whose numerator is the following manner: first, number of days elapsed from the Executive’s Severance Payment shall date of the Underpayment through the date of such payment and whose denominator is 365. (c) For purposes of making all determinations required to be reduced, followed by, to the extent necessary and in ordermade under this Section 9, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash noncash benefits or any deferred payment or benefit shall be determined by accounting firm or tax counsel selected by the Accountants Bank and reasonably acceptable to the Executive (the “Accounting Firm”) in accordance with the principles of Section 280G Sections 280G(d)(3) and (4) of the CodeCode and applicable guidance under Treasury Regulation Section 1.280G-1, and U.S. Treasury Department rulings and releases; and (ii) for purposes of determining the amount of any Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of the Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All determinations made by the Accounting Firm under this Section 9 shall be final and binding on the Bank and its successors. All fees and expenses of the Accounting Firm shall be borne solely by the Bank.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.parachute

Section 280G of the Code. Notwithstanding anything contained in this Agreement In the event that any payments, distributions, benefits or entitlements of any type payable to the contraryExecutive, if the Executive would receive whether or not payable upon a separation of Executive’s employment (i) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as constitute “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess (ii) but for this paragraph 22 would be subject to the excise tax imposed by Section 4999 of the Code (the “base amount” Excise Tax”), then the Payments shall be reduced to such lesser amount (as defined under Section 280G(b)(3the “Reduced Amount”) that would result in no portion of the Code) shall be treated as Payments being subject to the Excise Tax; provided, unlesshowever, and except to that such Payments shall not be so reduced if a nationally recognized accounting firm selected by the extent that, Corporation in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”)) determines that without such reduction Executive would be entitled to receive and retain, the Company has on a reasonable net after-tax basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of including, without limitation, any excise taxes payable under Section 280G(b)(4)(B) 4999 of the Code) in excess , federal, state and local income taxes, social security and Medicare taxes and all other applicable taxes, determined by applying the highest marginal rate under Section 1 of the allocable portion of Code and under state and local tax laws which applied (or is likely to apply) to Executive’s taxable income for the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and tax year in which the value of any non-cash benefits or any deferred payment or benefit shall be determined by transaction which causes the Accountants in accordance with the principles application of Section 280G of the Code occurs, or such other rate(s) as the Accountants determine to be likely to apply to Executive in the relevant tax year(s) in which any of the Payments are expected to be made), an amount that is greater than the amount, on a net after-tax basis, that Executive would be entitled to retain upon receipt of the Reduced Amount. Unless the Corporation and Executive otherwise agree in writing, any determination required under this paragraph 22 shall be made in good faith by the Accountants in a timely manner and shall be binding on the parties absent manifest error. In the event of a reduction of Payments hereunder, the Payments shall be reduced in the order determined by the Accountants that results in the greatest economic benefit to Executive in a manner that would not result in subjecting Executive to additional taxation under Section 409A. For purposes of making the calculations required by this paragraph 22, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code., and other applicable legal authority. The Corporation and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require in order to make a determination under this paragraph 22, and the Corporation shall bear the cost of all fees charged by the Accountants in connection with any calculations contemplated by this paragraph 22. To the extent requested by Executive, the Corporation shall cooperate with Executive in good faith in valuing, and the Accountants shall value, services to be provided by Executive (including Executive refraining from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that Payments in respect of such services may be considered to be “reasonable compensation” within the meaning of the regulations under Section 280G of the Code. Notwithstanding the foregoing, if the transaction which causes the application of Section 280G of the Code occurs at a time during which the Corporation qualifies under Section 2(a)(i) of Q&A-6 of Treasury Regulation Section 1.280G, upon the request of Executive, the Corporation shall use reasonable efforts to obtain the vote of equity holders described in Q&A-7 of Treasury Regulation Section 1.280G.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to (a) Sections 280G and 4999 of the contrary, Code may place significant tax burdens on both Executive and the Company if the total payments made to Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of due to certain change in control events described in Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be (the “Total Change in Control Payments”) equal or become subject exceed Executive’s 280G Cap. For this purpose, Executive’s “280G Cap” is equal to Executive’s average annual compensation in the five (5) calendar years preceding the calendar year in which the change in control event occurs (the “Base Period Income Amount”) times three (3). If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one (1) times Executive’s Base Period Income Amount. In determining whether the Total Change in Control Payments will equal or exceed the 280G Cap and result in the imposition of an Excise Tax, the provisions of Sections 280G and 4999 of the Code and the applicable Treasury Regulations will control over the general provisions of this Section 10. All determinations and calculations required to implement the rules set forth in this Section 10 shall take into account all applicable federal, state, and local income taxes and employment taxes (and for purposes of such calculations, Executive shall be deemed to pay income taxes at the highest combined federal, state and local marginal tax rates for the calendar year in which the Total Change in Control Payments are to be made, less the maximum federal income tax deduction that could be obtained as a result of a deduction for state and local taxes (the “Assumed Taxes”)). (b) Subject to the “best net” exception described in Section 10(c), in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to avoid equaling or exceeding the 280G Cap, with such reduction first applied to the cash severance payments that Executive would otherwise be entitled to receive pursuant to this Agreement and thereafter applied in a manner that will not subject Executive to tax and penalties under Section 409A of the Code. (c) If Executive’s Total Change in Control Payments minus the Excise Tax and the Assumed Taxes (payable with respect to the amount of the Total Change in Control Payments) exceeds the 280G Cap minus the Assumed Taxes (payable with respect to the amount of the 280G Cap), then the total payments to which Executive is entitled under this Agreement or otherwise will not be reduced pursuant to Section 10(b). If this “best net” exception applies, Executive shall be fully responsible for paying any Excise Tax (and income or other taxes) that may be imposed under on Executive pursuant to Section 4999 of the Code or any similar tax that may hereafter be imposedotherwise. (d) The Company will engage a law firm, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount certified public accounting firm, and/or a firm of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax reputable executive compensation consultants (the “Safe Harbor AmountConsultant”), then ) to make any necessary determinations and to perform any necessary calculations required in order to implement the Covered Payments rules set forth in this Section 10. The Consultant shall provide detailed supporting calculations to both the Company and Executive and all fees and expenses of the Consultant shall be reduced (but not below zero) so that borne by the aggregate amount of parachute payments that Company. If the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning provisions of Section 280G and 4999 of the CodeCode are repealed without succession, and all “parachute payments” in excess of the “base amount” (as defined under this Section 280G(b)(3) of the Code) 10 shall be treated as subject of no further force or effect. In addition, if this provision does not apply to the Excise TaxExecutive for whatever reason, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of this Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codeno further force or effect.

Section 280G of the Code. (a) Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (i) any payment, deemed payment distribution, or other benefit as a result provided by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the operation terms of Section 8 this Agreement or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement otherwise (collectively with the payments under Section 8 and 9 hereofcollectively, the “Covered Payments”), would (x) constitute an a “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess (y) but for this Section 4 would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision thereto (the “base amount” Excise Tax”), then the Payments shall be either: (i) delivered in full pursuant to the terms of this Agreement, or (ii) delivered to such lesser extent as defined under Section 280G(b)(3) would result in no portion of the Code) shall be treated as payment being subject to the Excise Tax, unless, and except to the extent that, as determined in the good faith judgment accordance with Section 4(c). (b) The determination of a public accounting firm appointed whether Section 4(a)(i) or Section 4(a)(ii) shall be given effect shall be made by the Company prior to on the Change basis of which of such clauses results in Control or tax counsel selected the receipt by such accounting firm Employee of the greater Net After-Tax Receipt (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(Bas defined herein) of the Code) in excess of aggregate Payments. The term “Net After-Tax Receipt” shall mean the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the present value of any non-cash benefits or any deferred payment or benefit shall be (as determined by the Accountants in accordance with the principles of Section 280G of the Code) of the payments net of all applicable federal, state and local income, employment, and other applicable taxes and the Excise Tax. (c) If Section 4(a)(ii) is given effect, the reduction shall be accomplished in accordance with Section 409A of the Code and the following: first by reducing, on a pro rata basis, cash Payments that are exempt from Section 409A of the Code; second by reducing, on a pro rata basis, other cash Payments; and third by forfeiting any equity-based awards that vest and become payable, starting with the most recent equity-based awards that vest, to the extent necessary to accomplish such reduction.1 (d) Unless the Company and Employee otherwise agree in writing, any determination required under this Section 4 shall be made by the Company’s independent accountants or compensation consultants (the “Third Party”), and all such determinations shall be conclusive, final and binding on the parties hereto. The Company and Employee shall furnish to the Third Party such information and documents as the Third Party may reasonably request in order to make a determination under this Section 4. The Company shall bear all fees and costs of the Third Party with respect to all determinations under or contemplated by this Section 4.”

Section 280G of the Code. Notwithstanding Pursuant to Section 4(e), Section 3 of the Change in Control Agreement shall govern in lieu of this Section 11 in respect of a termination of the Executive’s employment which is a “Covered Termination” (as defined in the Change in Control Agreement). Otherwise, with respect to any amount or benefit under this Agreement, including with respect to any other termination, notwithstanding anything contained in this Agreement to the contrary, if the Executive any amount or benefit to be paid or provided under this Agreement would receive (i) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute be an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute paymentsExcess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 11 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all “parachute payments” Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in excess of an increase in the “base amount” aggregate payment and benefits to be provided, determined on an after-tax basis (as defined under taking into account the excise tax imposed pursuant to Section 280G(b)(3) 4999 of the Code) shall , or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by Executive or the Company, the determination of whether any reduction in such payments or benefits to be treated as subject provided under this Agreement or otherwise is required pursuant to the Excise Taxpreceding sentence will be made at the expense of the Company by the Company’s independent accountants. The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 11 will not of itself limit or otherwise affect any other rights of the 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 11, unlessthe Company will reduce the Executive’s payment and/or benefits, and except to the extent thatrequired, in the good faith judgment following order: (i) the lump sum payment provided under Section 4(a)(ii); (ii) the accelerated vesting of a public accounting firm appointed by equity-based awards described in Section 4(a)(iii)(C) (including the corresponding Company prior equity-based awards, pursuant to Section 4(a)(iii)(D)); (iii) the Change accelerated vesting of equity-based awards described in Control or tax counsel selected by such accounting firm Section 4(a)(iii)(A) (including the “Accountants”corresponding Company equity-based awards, pursuant to Section 4(a)(iii)(D)); and (iv) the accelerated vesting of equity-based awards described in Section 4(a)(iii)(B) (including the corresponding Company equity-based awards, the Company has a reasonable basis pursuant to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code4(a)(iii)(D)).

Section 280G of the Code. (a) Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In in the event that any severance and other benefits provided to or for the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application benefit of the Safe Harbor Amount in Employee or his legal representatives and dependents pursuant to this Agreement and any other agreement, benefit, plan, or policy of the following manner: firstRelated Parties (this Agreement and such other agreements, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iiiplans, and policies collectively being referred to herein as the “Change of Control Arrangements”) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as constitute “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) shall (such severance and other benefits being referred to herein as the “Change of Control Payments”) that would be treated as subject to the excise tax imposed by Section 4999 of the Code (such excise tax referred to in this Agreement as the “Excise Tax”), then (i) if the shareholder approval exemption set forth in Section 280G(b)(5) of the Code is available, then the Employer and the Employee shall take all steps necessary, including, without limitation, waiver of rights by the Employee, to seek shareholder approval for such Change of Control Payments in accordance with Section 280G(b)(5) of the Code and the regulations promulgated thereunder; or (ii) if the shareholder approval exemption set forth in Section 280G(b)(5) of the Code is not available, then the Employer will provide the Employee with a computation of (A) the maximum amount of Change of Control Payments that could be made under the Change of Control Arrangements, without the imposition of the Excise Tax (said maximum amount being referred to as the “Capped Amount”); (B) the value of all Change of Control Payments that could be made pursuant to the terms of the Change in Control Arrangements (all said payments, distributions and benefits being referred to as the “Uncapped Payments”); (C) the dollar amount of Excise Tax which the Employee would become obligated to pay pursuant to Section 4999 of the Code as a result of receipt of the Uncapped Payments; and (D) the net value of the Uncapped Payments after reduction by (1) the amount of the Excise Tax, unless(2) the estimated income taxes payable by the Employee on the difference between the Uncapped Payments and the Capped Amount, assuming that the Employee is paying the highest marginal tax rate for state, local and federal income taxes, and except (3) the estimated hospital insurance taxes payable by the Employee on the difference between the Uncapped Payments and the Capped Amount based on the hospital insurance tax rate under Section 3101(b) of the Code (the “Net Uncapped Amount”). If the Capped Amount is greater than or equal to the extent thatNet Uncapped Amount, the Employee shall be entitled to receive or commence to receive the Change of Control Payments equal to the Capped Amount; or if the Net Uncapped Amount is greater than the Capped Amount, the Employee shall be entitled to receive or commence to receive the Change of Control Payments equal to the Uncapped Payments. If the Employee receives the Capped Amount, it shall be reduced as follows: (i) the Change of Control Payments that do not constitute nonqualified deferred compensation subject to Section 409A of the Code shall be reduced first, and (ii) all other Change of Control Payments shall then be reduced as follows: (A) cash payments shall be reduced before non-cash payments and (B) payments to be made on a later payment date shall be reduced before payments to be made on an earlier date. If the Employee receives the Uncapped Payments, then the Employee shall be solely responsible for the payment of the Excise Tax due from the Employee and attributable to such Uncapped Payments, with no right of additional payment from any of the Related Parties as reimbursement for such taxes. (b) Unless the Employer and the Employee otherwise agree in the good faith judgment of a writing, any determination required under this Section 6.7 shall be made in writing by tax counsel or by an independent public accounting firm appointed agreed to by the Company prior to Employer and the Change in Control or tax counsel selected by such accounting firm Employee (the “AccountantsAuditor”), whose determination shall be conclusive and binding upon the Company has a Employer and the Employee. For purposes of making the calculations required by this Section 6.7, the Auditor may make reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the meaning application of Section 280G(b)(4)(B) Sections 280G and 4999 of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, . The Employer and the value of Employee shall furnish to the Auditor such information and documents as the Auditor may reasonably request in order to make a determination under this Section 6.7. The Employer shall bear all costs the Auditor may reasonably incur in connection with any non-cash benefits or any deferred payment or benefit shall be determined calculations contemplated by this Section 6.7.” 4. Except as modified herein, the Accountants in accordance with the principles of Section 280G of the Code.Agreement is specifically ratified and affirmed. [Signature page follows]

Section 280G of the Code. Notwithstanding anything contained in (a) If the payments and benefits (including but not limited to payments and benefits pursuant to this Agreement to the contrary, if the Agreement) that Executive would receive in connection with a Change in Control (a “Transaction Payment”) would (i) any payment, deemed payment or other benefit as constitute a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “base amount” (as defined under Section 280G(b)(3) Excise Tax”), then the Company shall cause to be determined, before any amounts of the Code) shall Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be treated as subject to the Excise Tax: (i) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), unlessor (ii) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”); (b) For purposes of calculating the Full Payment and Reduced Payment amounts, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), and except shall provide its calculations to the extent thatExecutive. The Executive, at his/her discretion, may elect either the Full Payment or the Reduced Payment. If a Reduced Payment is made, (i) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (ii) reduction in payments and/or benefits shall occur in the good faith judgment following order: (A) reduction of a cash payments; (B) cancellation of accelerated vesting of equity awards other than stock options; (C) cancellation of accelerated vesting of stock options; and (D) reduction of other benefits (if any) paid to Executive. In the event that acceleration of vesting of Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant. (c) The independent registered public accounting firm appointed engaged by the Company for general audit purposes as of the day prior to the date of the Change in Control or tax counsel selected shall make all determinations required to be made under this Section 4. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm (required to be made hereunder. Any good faith determinations of the “Accountants”)accounting firm made hereunder shall be final, binding and conclusive upon the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the CodeExecutive.

Section 280G of the Code. Notwithstanding anything contained any other provision in this Agreement to the contraryor any other agreement, if the contract, or understanding entered into by Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other paymentAtlas Company, deemed payment or other benefit in the Executive may receive under any other plan, program, policy or arrangement (collectively with event that it is determined by the payments under Section 8 and 9 hereof, reasonable computation by a nationally recognized certified public accounting firm that shall be selected by the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax Company (the “Excise TaxAccountant”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments payments, distributions, benefits and benefits hereunder, such payments and benefits shall be reduced in connection with the application entitlements of the Safe Harbor Amount in the following manner: first, the any type payable by any Atlas Company to or for Executive’s Severance Payment shall benefit under this Agreement or any other formal or informal plan or other arrangement, contract or understanding (including any payment, distribution, benefit or entitlement made by any person or entity effecting a change of control), in each case, that could be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as considered “parachute payments” within the meaning of Section 280G of the CodeCode (such payments, and all the “parachute payments” in excess Parachute Payments”) that, but for this Section 8(d), would be payable to Executive, exceeds the greatest amount of Parachute Payments that could be paid to Executive without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, being hereafter collectively referred to as the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), then the aggregate amount of Parachute Payments payable to [[5206304]] Executive shall not exceed the amount which produces the greatest after-tax benefit to Executive after taking into account any Excise Tax to be payable by Executive. For the avoidance of doubt, this provision shall reduce the amount of Parachute Payments otherwise payable to Executive only if doing so would place Executive in a better net after-tax economic position as compared with not doing so (taking into account the Excise Tax payable in respect of such Parachute Payments and after taking into account amounts determined by the Accountant that could mitigate the Parachute Payments, including, but not limited to, determining the value of non-compete and other restrictive provisions and other payments for services to be made after the change in control). If required, the Company has a reasonable basis to conclude that such Covered shall reduce or eliminate the Parachute Payments (in whole by first reducing or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within eliminating the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” Parachute Payments that are payable in cash and then by reducing or such “parachute payments” are otherwise not subject to such Excise Tax, and eliminating the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G portion of the CodeParachute Payments, in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time from the date of the Accountant’s determination.

Section 280G of the Code. Notwithstanding anything contained in If it is determined (as hereafter provided) that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to the contrary, if the Executive would receive (i) any payment, deemed payment or other benefit as a result by reason of the operation of Section 8 or 9 hereof that, together with any other paymentagreement, deemed payment or other benefit the Executive may receive under any other policy, plan, program, policy or arrangement arrangement, including without limitation any stock option, stock appreciation right, other equity award, or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (collectively with the payments under Section 8 and 9 hereof, the a “Covered PaymentsPayment”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the excise tax (the “Excise Tax”) imposed under by Section 4999 of the Code (or any similar tax that may hereafter be imposed, and (iisuccessor provision thereto) by reason of being contingent on a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced change in connection with the application ownership or effective control of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation Company or of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any a substantial portion of the Covered Payments will be subject to assets of the Excise TaxCompany, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the CodeCode (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest or penalties, are hereafter collectively referred to as the “Excise Tax”), then, in the event that the after-tax value of all Payments to the Executive (such after-tax value to reflect the reduction for the Excise Tax and all federal, state, and local income, employment and other taxes on such Payments) would, in the aggregate, be less than the after-tax value to the Executive (reflecting a reduction for all “parachute payments” such taxes in excess of the “base amount” (as defined under Section 280G(b)(3a like manner) of the CodeSafe Harbor Amount, (a) the cash portions of the Payments payable to the Executive under this Agreement shall be treated as subject to the Excise Tax, unless, and except to the extent thatreduced, in the good faith judgment reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of a public accounting firm appointed by the Company prior all Payments paid to the Change Executive, in Control or tax counsel selected by such accounting firm the aggregate, equals the Safe Harbor Amount, and (b) if the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) reduction of the Code) in excess cash portions of the allocable portion Payments, payable under this Agreement, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then any cash portions of the “base amount,” Payments payable to the Executive under any other agreements, policies, plans, programs, or arrangements shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such “parachute payments” are otherwise not subject payment, until the Parachute Value of all Payments paid to such Excise Taxthe Executive, in the aggregate, equals the Safe Harbor Amount, and (c) if the value reduction of any all cash portions of the Payments, payable pursuant to this Agreement or otherwise, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then non-cash benefits or any deferred payment or benefit portions of the Payments shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount. All calculations under this section shall be determined by a national accounting firm selected by the Accountants in accordance with Company (which may include the principles of Section 280G of Company’s outside auditors) and provided to the CodeCompany and the Executive within fifteen (15) days prior to the date on which any Payment is payable to the Executive, which determination shall be binding on the Company and the Executive. The Company shall pay all costs to obtain and provide such calculations to the Executive and the Company.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (i) If any payment, deemed payment benefit or other distribution of any type to or for the benefit as a result of Executive, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the operation terms of Section 8 this Agreement or 9 hereof that, together with otherwise by the Company or any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement of its affiliates (collectively with the payments under Section 8 and 9 hereofcollectively, the “Covered Parachute Payments”), ) would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject Executive to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter (the “Excise Tax”), the Parachute Payments shall be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments reduced so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could the Parachute Payments (after reduction) shall be paid One Dollar ($1.00) less than the amount which would cause the Parachute Payments to be subject to the Employee without Employee’s being subject to any Excise Tax (Tax; provided that the “Safe Harbor Amount”), then the Covered Parachute Payments shall only be reduced to the extent the after-tax value of amounts received by Executive after application of the above reduction would exceed the after-tax value of the amounts received without application of such reduction. For this purpose, the after-tax value of an amount shall be reduced determined taking into account all federal, state, Res-Care, Inc. DBA BrightSpring Health Services 000 X. Xxxxxxxxxxx Parkway Louisville, KY 40222 (but not below zero000) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount000-0000 xxx.XxxxxxXxxxxxXxxxxx.xxx and local income, employment and excise taxes applicable to such amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Parachute Payments will would be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning Company shall, with respect to the Parachute Payments, use its reasonable best efforts to obtain a vote satisfying the requirements of Section 280G 280(b)(5) of the Code, and all “parachute payments” in excess such that no portion of the “base amount” (as defined under Parachute Payments will be subject to such Excise Tax. In accordance with the Section 280G(b)(3) 280G regulations, any reasonable compensation for services after the date of the Codechange in ownership or control (which shall include refraining from performing services under a noncompete and/or nonsolicit agreement or similar agreement) and any such reasonable compensation shall be treated as subject excluded from the determination of Parachute Payments. Unless Executive shall have given prior written notice to the Excise Tax, unless, and except Company to the extent that, effectuate a reduction in the good faith judgment Parachute Payments, if such a reduction is required, any such notice consistent with the requirements of a public accounting firm appointed by Section 409A of the Company prior Code to avoid the Change in Control imputation of any tax, penalty or tax counsel selected by such accounting firm (the “Accountants”)interest thereunder, the Company has a reasonable basis shall reduce or eliminate the Parachute Payments by first reducing or eliminating any cash severance benefits (with the Parachute Payments to conclude be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Parachute Payments; provided, that no such Covered Payments (in whole reduction or in part) either do not constitute “parachute payments” or represent reasonable elimination shall apply to any non-qualified deferred compensation for personal services actually rendered amounts (within the meaning of Section 280G(b)(4)(B) 409A of the Code) to the extent such reduction or elimination would accelerate or defer the timing of such payment in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise a manner that does not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance comply with the principles of Section 280G 409A of the Code.

Section 280G of the Code. Notwithstanding anything contained in this Agreement (a) In the event that any of the payments or benefits made or provided to or for the contrarybenefit of, if or that may be made or provided to or for the benefit of, the Executive would receive in connection with a change in control or an effective change in control (i) any payment, deemed payment or other benefit as a result of within the operation meaning of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Internal Revenue Code that would be or become subject to the tax of 1986, as amended (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor AmountCode”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, or the Executive’s Severance Payment shall be reducedtermination of employment, followed bywhether under this Agreement or any other agreement, to the extent necessary plan, program and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any arrangement of the Covered Payments will be subject Company, the Company and their respective affiliates (all such payments collectively referred to herein as the Excise Tax, such Covered Payments will be treated as “Aggregate Payments”) is determined to constitute “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess would, but for this Section 18(a) would be subject to the excise tax imposed under Section 4999 of the Code (the “base amount” Excise Tax”), then prior to making the Aggregate Payments, a calculation shall be made comparing (i) the Net Benefit (as defined under Section 280G(b)(3below) to the Executive of the CodeAggregate Payment after payment of the Excise Tax to (ii) shall be treated as the Net Benefit to the Executive if the Aggregate Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under clause (i) above is less than the amount under clause (ii) above will the Aggregate Payments be reduced to the minimum extent necessary to ensure that no portion of the Aggregate Payments is subject to the Excise Tax. “Net Benefit” will mean the present value of the Aggregate Payments net of all federal, unlessstate, local, foreign income, employment, and except excise taxes. Any reduction made pursuant to the extent that, this Section 18(a) shall be made in the good faith judgment of a public accounting firm appointed manner determined by the Company prior to that is consistent with the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning requirements of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G 409A of the Code.

Section 280G of the Code. Notwithstanding anything contained in If it is determined (as hereafter provided) that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to the contrary, if the Executive would receive (i) any payment, deemed payment or other benefit as a result by reason of the operation of Section 8 or 9 hereof that, together with any other paymentagreement, deemed payment or other benefit the Executive may receive under any other policy, plan, program, policy or arrangement (collectively with arrangement, including without limitation any stock option, stock appreciation right, or similar right, or the payments under Section 8 and 9 hereof, lapse or termination of any restriction on or the “Covered Payments”), would constitute an “excess parachute payment” under section 280G vesting or exercisability of any of the Code that foregoing (a "Payment") would be or become subject to the excise tax (the “Excise Tax”) imposed under by Section 4999 of the Code (or any similar tax that may hereafter be imposed, and (iisuccessor provision thereto) by reason of being contingent on a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced change in connection with the application ownership or effective control of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation Company or of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any a substantial portion of the Covered Payments will be subject to assets of the Excise TaxCompany, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the CodeCode (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest or penalties, are hereafter collectively referred to as the "Excise Tax"), then, in the event that the after-tax value of all Payments to the Executive (such after-tax value to reflect the reduction for the Excise Tax and all “parachute payments” federal, state and local income, employment and other taxes on such Payments) would, in excess of the “base amount” aggregate, be less than the after-tax value to the Executive (as defined under Section 280G(b)(3reflecting a reduction for all such taxes in a like manner) of the CodeSafe Harbor Amount, (a) the cash portions of the Payments payable to the Executive under this Agreement shall be treated as subject to the Excise Tax, unless, and except to the extent thatreduced, in the good faith judgment reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of a public accounting firm appointed by the Company prior all Payments paid to the Change Executive, in Control or tax counsel selected by such accounting firm the aggregate, equals the Safe Harbor Amount, and (b) if the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) reduction of the Code) in excess cash portions of the allocable portion Payments, payable under this Agreement, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then any cash portions of the “base amount,” Payments payable to the Executive under any other agreements, policies, plans, programs, or arrangements shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such “parachute payments” are otherwise not subject payment, until the Parachute Value of all Payments paid to such Excise Taxthe Executive, in the aggregate, equals the Safe Harbor Amount, and (c) if the value reduction of any all cash portions of the Payments, payable pursuant to this Agreement or otherwise, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then non-cash benefits or any deferred payment or benefit portions of the Payments shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount. All calculations under this section shall be determined by a national accounting firm selected by the Accountants in accordance with Company (which may include the principles of Section 280G of Company's outside auditors) and provided to the CodeCompany and the Executive within fifteen days prior to the date on which any Payment is payable to the Executive, which determination shall be binding on the Company and the Executive. The Company shall pay all costs to obtain and provide such calculations to the Executive and the Company.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to (a) Sections 280G and 4999 of the contrary, Code may place significant tax burdens on both Executive and the Company if the total payments made to Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of due to certain change in control events described in Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be (the “Total Change in Control Payments”) equal or become subject exceed Executive’s 280G Cap. For this purpose, Executive’s “280G Cap” is equal to Executive’s average annual compensation in the five (5) calendar years preceding the calendar year in which the change in control event occurs (the “Base Period Income Amount”) times three (3). If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one (1) times Executive’s Base Period Income Amount. In determining whether the Total Change in Control Payments will equal or exceed the 280G Cap and result in the imposition of an Excise Tax, the provisions of Sections 280G and 4999 of the Code and the applicable Treasury Regulations will control over the general provisions of this Section 13. All determinations and calculations required to implement the rules set forth in this Section 13 shall take into account all applicable federal, state, and local income taxes and employment taxes (and for purposes of such calculations, Executive shall be deemed to pay income taxes at the highest combined federal, state and local marginal tax rates for the calendar year in which the Total Change in Control Payments are to be made, less the maximum federal income tax deduction that could be obtained as a result of a deduction for state and local taxes (the “Assumed Taxes”)). (b) Subject to the “best net” exception described in Section 13(c), in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to avoid equaling or exceeding the 280G Cap, with such reduction first applied to the cash severance payments that Executive would otherwise be entitled to receive pursuant to this Agreement and thereafter applied in a manner that will not subject Executive to tax and penalties under Section 409A of the Code. (c) If Executive’s Total Change in Control Payments minus the Excise Tax and the Assumed Taxes (payable with respect to the amount of the Total Change in Control Payments) exceeds the 280G Cap minus the Assumed Taxes (payable with respect to the amount of the 280G Cap), then the total payments to which Executive is entitled under this Agreement or otherwise will not be reduced pursuant to Section 13(b). If this “best net” exception applies, Executive shall be fully responsible for paying any Excise Tax (and income or other taxes) that may be imposed under on Executive pursuant to Section 4999 of the Code or any similar tax that may hereafter be imposedotherwise. (d) The Company will engage a law firm, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount certified public accounting firm, and/or a firm of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax reputable executive compensation consultants (the “Safe Harbor AmountConsultant”), then ) to make any necessary determinations and to perform any necessary calculations required in order to implement the Covered Payments rules set forth in this Section 13. The Consultant shall provide detailed supporting calculations to both the Company and Executive and all fees and expenses of the Consultant shall be reduced (but not below zero) so that borne by the aggregate amount of parachute payments that Company. If the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning provisions of Section 280G and 4999 of the CodeCode are repealed without succession, and all “parachute payments” in excess of the “base amount” (as defined under this Section 280G(b)(3) of the Code) 13 shall be treated as subject of no further force or effect. In addition, if this provision does not apply to the Excise TaxExecutive for whatever reason, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of this Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codeno further force or effect.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to Sections 280G and 4999 of the contrary, Code may place significant tax burdens on both Executive and Company if the total payments made to Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of due to ​ ​ certain change in control events described in Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be (the “Total Change in Control Payments”) equal or become subject exceed Executive’s 280G Cap. For this purpose, Executive’s “280G Cap” is equal to Executive’s average annual compensation in the five calendar years preceding the calendar year in which the change in control event occurs (the “Base Period Income Amount”) times three. If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one time Executive’s Base Period Income Amount. In determining whether the Total Change in Control Payments shall equal or exceed the 280G Cap and result in the imposition of an Excise Tax, the provisions of Sections 280G and 4999 of the Code and the applicable Treasury Regulations shall control over the general provisions of this Section 12. All determinations and calculations required to implement the rules set forth in this Section 12 shall take into account all applicable federal, state, and local income taxes and employment taxes (and for purposes of such calculations, Executive shall be deemed to pay income taxes at the highest combined federal, state and local marginal tax rates for the calendar year in which the Total Change in Control Payments are to be made, less the maximum federal income tax deduction that could be obtained as a result of a deduction for state and local taxes (the “Assumed Taxes”)). ​ (a) Subject to the “best net” exception described in Section 12(b), in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise shall be reduced to the extent necessary to avoid equaling or exceeding the 280G Cap, with such reduction applied in a manner that shall not subject Executive to tax and penalties under Section 409A of the Code. ​ (b) If Executive’s Total Change in Control Payments minus the Excise Tax and the Assumed Taxes (payable with respect to the amount of the Total Change in Control Payments) exceeds the 280G Cap minus the Assumed Taxes (payable with respect to the amount of the 280G Cap), then the total payments to which Executive is entitled under this Agreement or otherwise shall not be reduced pursuant to Section 12(a). If this “best net” exception applies, Executive shall be fully responsible for paying any Excise Tax (and income or other taxes) that may be imposed under on Executive pursuant to Section 4999 of the Code or any similar tax that may hereafter be imposedotherwise. ​ (c) Company shall engage a law firm, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount certified public accounting firm, and/or a firm of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax reputable executive compensation consultants (the “Safe Harbor AmountConsultant”), then ) to make any necessary determinations and to perform any necessary calculations required in order to implement the Covered Payments rules set forth in this Section 12. The Consultant shall provide detailed supporting calculations to both Company and Executive and all fees and expenses of the Executive Consultant shall be reduced (but not below zero) so that borne by Company. If the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning provisions of Section 280G and 4999 of the CodeCode are repealed without succession, and all “parachute payments” in excess of the “base amount” (as defined under this Section 280G(b)(3) of the Code) 12 shall be treated as subject of no further force or effect. In addition, if this provision does not apply to the Excise TaxExecutive for whatever reason, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of this Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.no further force or effect. ​ ​ ​

Section 280G of the Code. Notwithstanding anything contained (a) Anything in this Agreement to the contrarycontrary notwithstanding, if in the event it shall be determined that any Payment would cause the Executive would receive (i) any paymentto be subject to an Excise Tax, deemed payment or other benefit as a result of then the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit amounts payable to the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would hereunder shall be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments reduced so that the portion thereof that are parachute payments do not exceed Parachute Value of all Payments, in the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”)aggregate, then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of equals the Safe Harbor Amount in (the following manner: first, reduction of the Executive’s Severance Payment amounts payable hereunder shall be reducedmade first out of payments which are not subject to Code Section 409A; and, followed byif necessary, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any then out of the Covered Payments will be payments which are subject to Code Section 409A, starting with the Excise Taxpayments which are to be paid on the latest future date). (b) All determinations required to be made under this Section 26, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of made by a public nationally recognized accounting firm appointed by the Company prior to the a Change in of Control or tax counsel selected by such accounting firm (the “AccountantsAccounting Firm”). If the Accounting Firm determines that the Parachute Value of all Payments, in the aggregate, should be reduced to the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized 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. All determinations made by the Accounting Firm under this Section 26 shall be binding upon the Company and the Executive and shall be made within 60 days of termination of employment of the Executive. Within 5 days following receipt of the Accounting Firm’s determination, the Company shall pay to or distribute for the benefit of the Executive such Payments as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the benefit of the Executive in the future such Payments as become due to the Executive under this Agreement. (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 hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accounting Firm believes has a reasonable basis high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to conclude that such Covered Payments (or for the benefit of the Executive shall be treated for all purposes as a loan to the Executive which the Executive shall repay to the Company together with interest at the applicable federal rate provided for in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B7872(f)(2) of the Code) in excess ; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by the Executive to the Company if and to the extent such deemed loan and payment would neither reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the allocable portion Code nor generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and Executive together with interest at the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants applicable federal rate provided for in accordance with the principles of Section 280G 7872(f)(2) of the Code.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to (a) Sections 280G and 4999 of the contrary, Code may place significant tax burdens on both Executive and the Company if the total payments made to Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of due to certain change in control events described in Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be (the “Total Change in Control Payments”) equal or become subject exceed Executive’s 280G Cap. For this purpose, Executive’s “280G Cap” is equal to Executive’s average annual compensation in the five (5) calendar years preceding the calendar year in which the change in control event occurs (the “Base Period Income Amount”) times three (3). If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one (1) times Executive’s Base Period Income Amount. In determining whether the Total Change in Control Payments will equal or exceed the 280G Cap and result in the imposition of an Excise Tax, the provisions of Sections 280G and 4999 of the Code and the applicable Treasury Regulations will control over the general provisions of this Section 12. All determinations and calculations required to implement the rules set forth in this Section 12 shall take into account all applicable federal, state, and local income taxes and employment taxes (and for purposes of such calculations, Executive shall be deemed to pay income taxes at the highest combined federal, state and local marginal tax rates for the calendar year in which the Total Change in Control Payments are to be made, less the maximum federal income tax deduction that could be obtained as a result of a deduction for state and local taxes (the “Assumed Taxes”)). (b) Subject to the “best net” exception described in Section 12(c), in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to avoid equaling or exceeding the 280G Cap, with such reduction first applied to the cash severance payments that Executive would otherwise be entitled to receive pursuant to this Agreement and thereafter applied in a manner that will not subject Executive to tax and penalties under Section 409A of the Code. (c) If Executive’s Total Change in Control Payments minus the Excise Tax and the Assumed Taxes (payable with respect to the amount of the Total Change in Control Payments) exceeds the 280G Cap minus the Assumed Taxes (payable with respect to the amount of the 280G Cap), then the total payments to which Executive is entitled under this Agreement or otherwise will not be reduced pursuant to Section 12(b). If this “best net” exception applies, Executive shall be fully responsible for paying any Excise Tax (and income or other taxes) that may be imposed under on Executive pursuant to Section 4999 of the Code or any similar tax that may hereafter be imposedotherwise. (d) The Company will engage a law firm, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount certified public accounting firm, and/or a firm of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax reputable executive compensation consultants (the “Safe Harbor AmountConsultant”), then ) to make any necessary determinations and to perform any necessary calculations required in order to implement the Covered Payments rules set forth in this Section 12. The Consultant shall provide detailed supporting calculations to both the Company and Executive and all fees and expenses of the Consultant shall be reduced (but not below zero) so that borne by the aggregate amount of parachute payments that Company. If the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning provisions of Section 280G and 4999 of the CodeCode are repealed without succession, and all “parachute payments” in excess of the “base amount” (as defined under this Section 280G(b)(3) of the Code) 12 shall be treated as subject of no further force or effect. In addition, if this provision does not apply to the Excise TaxExecutive for whatever reason, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of this Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codeno further force or effect.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (i) In the event of a Change of Control of Holdings, if any payment, deemed payment payments to Executive under this Agreement or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), otherwise would constitute an a “excess parachute payment” under section for purposes of Section 280G of the Code that and such payments would be eligible for exemption under Section 280G(b)(5) of the Code, Holdings and Blackstone agree to use commercially reasonably efforts to seek the requisite stockholder vote of the payments pursuant to Section 280G of the Code and Executive agrees to cooperate therein. (1) If the exemption described in subsection (i) above is not available, in the event it shall be determined that any payment, benefit or become distribution (or combination thereof) by the Companies, any of their affiliates, or one or more trusts established by the Companies for the benefit of their employees, or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax (the “Excise Tax”) imposed under by Section 4999 of the Code or any similar interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that may hereafter be imposedafter payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and (iiany interest and penalties imposed with respect thereto) a greater net afterand the Excise Tax imposed upon the Gross-tax benefit by limiting Up Payment, Executive retains an amount of the Covered Payments so Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, however, that the portion thereof that are parachute payments do Gross-Up Payment shall not exceed $1,000,000. (2) All determinations required to be made under this Section 7(e)(ii), including whether and when a Gross-Up Payment is required and the maximum amount of such parachute payments that could Gross-Up Payment and the assumptions to be paid utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm as may be designated by Holdings and reasonably acceptable to the Employee without Employee’s being subject to any Excise Tax Executive (such firm, the “Safe Harbor AmountAccounting Firm”)) which shall provide detailed supporting calculations both to Holdings and Executive within ten business days of the receipt of notice from Executive that there has been a Payment, then or such earlier time as is requested by Holdings; provided that for purposes of determining the Covered Payments to the amount of any Gross-Up Payment, Executive shall be reduced deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. Any Gross-Up Payment, as determined pursuant to this Section 7(e)(ii), shall be paid by the Operating Company to Executive (but not below zeroor to the appropriate taxing authority on Executive’s behalf) within 60 days of the completion of the determination provided by the Accounting Firm but, in any event, no later than (a) the date the Excise Tax is due, if paid directly to the appropriate taxing authority, or (b) three business days prior to the date by which Executive will pay the Excise Tax, if to be paid by Executive. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon Holdings and Executive. As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that the aggregate amount of parachute payments that the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive receives does not exceed was lower than the Safe Harbor Amountamount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(e)(ii)(c) and Executive receives reduced payments 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 benefits hereunder, any such payments and benefits Underpayment shall be reduced promptly paid by the Operating Company to or for the benefit of Executive but, in any event, no later than (a) the date the Excise Tax is due, if paid directly to the appropriate taxing authority, or (b) three business days prior to the date by which Executive will pay the Excise Tax, if to be paid by Executive. (3) Executive shall notify Holdings in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Operating Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise 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 day period following the date on which it gives such notice to Holdings (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Holdings notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give Holdings any information reasonably requested by Holdings relating to such claim, (ii) take such action in connection with contesting such claim as 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 Holdings, (iii) cooperate with Holdings in good faith in order to effectively contest such claim and (iv) permit Holdings to participate in any proceedings relating to such claim; provided, however, that 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 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 application foregoing provisions of this Section 7(e)(ii)(3), Holdings hall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego 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 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 Holdings shall determine; provided, further, that if Holdings directs Executive to pay such claim and xxx for a refund, Holdings shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable Holdings to contest such claim, Executive may limit this extension solely to such contested amount. Holdings’ control of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment contest shall be reducedlimited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, followed byas the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (4) If, after the receipt by Executive of an amount paid or advanced by the Operating Company pursuant to this Section 7(e)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to Holdings’ complying with the requirements of Section 7(e)(ii)(3)) promptly pay to Holdings the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by Holdings pursuant to Section 7(e)(ii)(3), a determination is made that Executive shall not be entitled to any refund with respect to such claim and Holdings does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent necessary and in orderthereof, (i) the Target Cash Bonus; (ii) any amount of the continuation of medical benefits, Gross-Up Payment required to be paid. (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any this Agreement, the term “Change of Control of Holdings” shall mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the Covered Payments will be subject assets of Holdings to the Excise Tax, any “person” or “group” (as such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G terms are defined in Sections 13(d)(3) and 14(d)(2) of the CodeSecurities Exchange Act of 1934, and all “parachute payments” in excess of as amended (the “base amountExchange Act”)) other than Blackstone or its controlled affiliates; or (B) any “person” or “group”, other than Blackstone or its controlled affiliates, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under Section 280G(b)(3) the Exchange Act), directly or indirectly, of more than 50% of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) total voting power of the Code) in excess voting stock of Holdings, including by way of merger, consolidation or otherwise and Blackstone ceases to control the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the CodeHoldings Board.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (i) Subject to (A) Section 8(d)(ii) below and (B) the 280G Transaction (as defined below) occurring within 18 months of the Commencement Date, in the event that it is determined that any payment, deemed payment or other distribution of any type to or for the benefit as of Executive made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a result substantial portion of the operation Company’s assets (within the meaning of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Internal Revenue Code that would be or become subject to the tax of 1986, as amended (the “Excise TaxCode”)) imposed under Section 4999 of the Code or by any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount affiliate of such parachute payments that could be person (any such transaction, a “280G Transaction”), whether paid or payable or distributed or distributable pursuant to the Employee without Employee’s being subject to any Excise Tax terms of an employment agreement or otherwise (the “Safe Harbor AmountTotal Payments”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as constitute “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of Code (the “base amount” (as defined under Section 280G(b)(3Parachute Payments”) of the Code) shall that would be treated as subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), unlessthen the Company shall pay to Executive or the applicable taxing authority an additional payment (an “Excise Tax Gross-Up Payment”) in an amount that shall fund the payment by Executive of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Gross-Up Payment, any Excise Tax imposed on the Excise Tax Gross-Up Payment and except any interest or penalties imposed with respect to taxes on the Excise Tax Gross-Up Payment or any Excise Tax; provided, however, that in no event will such Excise Tax Gross-Up Payment exceed $5,000,000 in the aggregate. The Excise Tax Gross-Up Payment will be paid to Executive or the applicable taxing authority as soon as reasonably practicable following the date that all applicable taxes, interest and penalties associated with the Parachute Payments and the Excise Tax Gross-Up Payment are remitted to the extent thatappropriate taxing authority or authorities, but in no event later than the good faith judgment last day of a public accounting firm appointed by the Company prior to the Change year in Control or tax counsel selected by which such accounting firm (the “Accountants”remittance(s) is made. Notwithstanding any other provision of this Section 8(d), the Company has a reasonable basis may, in its sole discretion, withhold and pay over to conclude that such Covered Payments (in whole the Internal Revenue Service or in part) either do not constitute “parachute payments” any other applicable taxing authority, for Executive’s benefit, all or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable any portion of the “base amount,” or such “parachute payments” are otherwise not subject Excise Tax Gross-Up Payment, and Executive hereby consents to such withholding. (ii) Notwithstanding the foregoing Section 8(d)(i), if it is determined that Executive is entitled to an Excise TaxTax Gross-Up Payment under Section 8(d)(i), but that the Parachute Payments do not exceed 110% of the maximum amount that could be paid without giving rise to the Excise Tax (the “Safe Harbor Amount”), then Executive shall not receive the Excise Tax Gross-Up Payment (or any other payments or benefits pursuant to Section 8(d)(i)) and the value of any non-cash benefits or any deferred payment or benefit Parachute Payments shall be determined by reduced to the Accountants Safe Harbor Amount such that Section 4999 of the Code does not apply. If a reduction in payments and benefits constituting Parachute Payments is necessary in accordance with the principles prior sentence so that the payments and benefits equal the Safe Harbor Amount, the reduction of such payments and/or benefits, if applicable, shall be made as follows, in each case with payments and benefits with a higher “parachute payment” value for purposes of Section 280G of the Code reduced before payments with a lower value: (A) reduction of payments hereunder, (B) reduction of vesting acceleration of equity awards; and (C) reduction of other cash payments. No such reduction shall be made if and to the extent it would result in additional taxes under Section 409A of the Code. (iii) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, the Company’s independent auditors shall make all calculations and the Company’s outside legal counsel shall make all legal determinations (the foregoing advisors, collectively, the “280G Counsel”) in each case relying on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code including, without limitation, taking into account the applicability of any non-compete or other restrictive covenants that Executive is subject to when considering reasonable compensation pursuant to Q/A 42 of Treasury Regulation Section 1.280G-1. Prior to the payment date set forth in Section 8(d)(i) or the date of any reduction in accordance with Section 8(d)(ii), the Company shall provide Executive with the 280G Counsel’s calculation of the amounts referred to in this paragraph and such supporting materials as are reasonably necessary for Executive to evaluate the 280G Counsel’s calculation. The opinion and legal determinations of the 280G Counsel shall be binding and conclusive. Neither Executive nor the Company shall take a tax reporting position that is inconsistent with the determination of the 280G Counsel. (iv) 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 Excise Tax Gross-Up Payment or any additional amount in respect thereof (after taking into account Section 8(d)(ii) of this Agreement). 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. Executive shall not pay such claim and the Company shall control the defense of any such claims or disputes, bear all costs related to the defense thereof and, indemnify Executive for any taxes ultimately determined to be payable in respect of the Parachute Payments to the extent necessary to place Executive in the position contemplated by this Section 8(d) (taking into account Section 8(d)(ii) of this Agreement). As a condition to the foregoing, Executive shall (A) provide to the Company any information requested by the Company relating to such dispute, (B) take such action in connection with contesting such dispute as the Company shall reasonably request from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, and (C) cooperate with the Company in good faith in order effectively to defend such dispute. The Company’s control and payment of the associated costs of the contest shall be limited to issues with respect to which the Excise Tax Gross-Up Payment would be payable hereunder. (v) In the event that amounts are paid to Executive that are finally determined should not have been paid under this Section 8(d), Executive will repay to the Company, within five (5) business days following the date of such final determination, the portion of the Total Payments (if any) that should have been reduced plus any portion of the Excise Tax Gross-Up Payment that should not have been paid, plus interest on the amount of such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of the Code; provided that with respect to any Excise Tax Gross-Up Payment remitted to the applicable tax authority, the repayment obligation shall be subject to the receipt by Executive of a refund from the Internal Revenue Service of such amounts and Executive’s maximum repayment obligation shall be the gross amount of such refund. In the event that it is finally determined that amounts that were not paid to Executive or the applicable taxing authority should have been paid under this Section 8(d), the Company shall make an additional payment in respect of such underpayment, plus interest on the amount of such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of the Code (to the extent that such interest would not constitute an “excess parachute payment” within the meaning of Section 280G(b)(l) of the Code), within thirty (30) business days following the date of such final determination.

Section 280G of the Code. Notwithstanding anything contained (a) Anything in this Agreement to the contrarycontrary notwithstanding and except as set forth in Section 10(b) below, if the Executive would receive (i) it is determined that any payment, deemed payment or other distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit as 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 reduction (if any) required under this Section 10 (the “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax (“Excise Tax”), then the Company will automatically reduce (the “Reduction”) Executive’s Payment to the minimum extent necessary to prevent the Payment (after the Reduction) from being subject to the Excise Tax, but only if, by reason of the Reduction, the after-tax benefit of the reduced Payment exceeds the after-tax benefit if such Reduction was not made. If the after-tax benefit of the reduced Payment does not exceed the after-tax benefit if the Payment is not reduced, then the Reduction will not apply. If the Reduction is applicable, the Payment will be reduced in such a manner that provides Executive with the best economic benefit and, to the extent any portions of the Payment are economically equivalent with each other, each will be reduced pro rata. (b) All determinations required to be made under this Section 10, including the after-tax benefit and calculation of the Reduction, will be made by a certified public accounting firm that is selected by the Board prior to the occurrence of the Merger (the “Accounting Firm”), which may be the Company’s independent auditor. If the Reduction is applicable, the Company will provide Executive with a written summary of the portions of the Payment that will be reduced. All fees and expenses of the Accounting Firm will be borne solely by the Company. All determinations by the Accounting Firm made under this Section 10 are binding upon the Company and Executive. (c) As a result of the operation uncertainty in the application of Section 8 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or 9 hereof that, together with any other payment, deemed payment distributed by the Company to or other for the benefit of Executive which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive may receive under any other plan, program, policy could have been so paid or arrangement distributed (collectively with the payments under Section 8 and 9 hereof, the “Covered PaymentsUnderpayment”), would constitute an “excess parachute payment” under section 280G in each case, consistent with the calculation of the Code Reduction. If the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of Executive will be repaid to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such amount will be payable by Executive to the Company if and to the extent such payment would be or become not either reduce the amount on which Executive is subject to the tax (the “Excise Tax”) imposed under Section 1 and Section 4999 of the Code or generate a refund of such taxes. If the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any similar tax that may hereafter such Underpayment will be imposedpromptly paid by the Company to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code (“Interest”). The Company will cooperate with Executive in good faith in valuing, and the Accounting Firm will take into account the value of, services provided or to be provided by Executive (ii) including, without limitation, Executive’s agreeing to refrain from performing services pursuant to a greater net after-tax benefit by limiting covenant not to compete or similar covenant, before, on or after the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount date of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced a change in connection with the application ownership or control of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, Company (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude such that payments in respect of such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent services may be considered reasonable compensation for personal services actually rendered (within the meaning of Q&A-9 and Q&A-40 of the final regulations under Section 280G(b)(4)(B280G of the Code and/or exempt from the definition of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of final regulations under Section 280G of the Code.

Section 280G of the Code. Notwithstanding anything contained in this Agreement At least three (3) days prior to the contraryClosing Date, if the Executive would receive Company shall seek, and use reasonable best efforts (iwhich shall not include any payment of monies or granting of any accommodation, financial or otherwise) any paymentto obtain, deemed payment or other benefit as a result waiver of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may right to receive under any other plan, program, policy or arrangement (collectively with the payments and benefits that would reasonably be expected to constitute “parachute payments” under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject (a “Parachute Payment Waiver”) from each individual whom the Company reasonably believes is, with respect to the tax Company, a “disqualified individual” (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code) such that after giving effect to all Parachute Payment Waivers, and all “parachute payments” neither the Company nor any Subsidiary thereof has made or provided, or is required to make or provide, any such payments or benefits in excess of the 299% of such individual’s “base amount” (as defined under in Section 280G(b)(3) of the Code); provided that such Parachute Payment Waiver shall not include any payments or benefits that may be made by Buyer or any of its Affiliates unless at least five (5) shall be treated as subject Business Days prior to the Excise TaxClosing, unlessBuyer provides a detailed list and copy of any agreement, and except contract or arrangement that Buyer or its Affiliates are providing or entering into on or prior to the extent Closing Date with respect to any disqualified individual in connection with the transactions contemplated hereby, along with a written description, satisfying the adequate disclosure requirements of Section 280G(b)(5)(B)(ii) of the Code, of any such agreement, contract or arrangement and amount of related “parachute payment.” Prior to the Closing, the Company shall use its reasonable best efforts (which shall not include any payment of monies or granting of any accommodation, financial or otherwise) to obtain the approval of the equityholders of the Company in accordance with Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to payments or benefits that, in the good faith judgment absence of a public accounting firm appointed the executed Parachute Payment Waivers by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”)affected disqualified individuals, the Company has a reasonable basis to conclude that such Covered Payments (in whole might otherwise result, separately or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of aggregate, in the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value payment of any non-cash benefits amount or the provision of any deferred payment or benefit shall that would not be determined deductible by the Accountants in accordance with the principles reason of Section 280G of the Code. At least three (3) days prior to soliciting Parachute Payment Waivers and equityholder approval under this Section 7.14, the Company shall provide drafts of such waivers and equityholder approval materials to Buyer for its review and comment (and shall not unreasonably omit any comments timely provided by Buyer).

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if in the Executive would receive (i) any payment, deemed payment or other benefit as a result of event that the operation of Section 8 or 9 hereof thatpayments and benefits provided pursuant to this Agreement, together with any all other payment, deemed payment payments and benefits received or other benefit to be received by the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all and, but for this Section 5, would be subject to the excise tax imposed by Code Section 4999 (the “parachute payments” Excise Tax”), then the Payments shall be made to the Executive either (i) in excess full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “base amount” (as defined under Section 280G(b)(3) Reduced Payment”), whichever of the Code) shall foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be treated as subject to the Excise Tax. If a Reduced Payment is to be made under this Section 5, unlessthen reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and except then reduction of other employee benefits. If accelerated vesting of equity awards is to the extent thatbe reduced, such acceleration of vesting will be canceled first with respect to performance-based awards and then with respect to time-based awards, and in each case in the reverse order of the applicable vesting date. In the event that cash payments or other employee benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to made under this Section 5 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this Section 5, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable good faith judgment interpretations concerning the application of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) Sections 280G and 4999 of the Code) . The Company will bear the costs that the accounting firm may reasonably incur in excess of connection with the allocable portion of calculations contemplated by this Section 5. The accounting firm’s determination will be binding on both the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, Executive and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the CodeCompany absent manifest error.

Section 280G of the Code. Notwithstanding anything contained in any other provision of this Agreement to the contrary, if in the event that any payment that is either received by Executive would receive (i) or paid by Company on Executive’s behalf or any paymentproperty, deemed payment or any other benefit as a result of the operation of Section 8 provided to Executive under this Agreement or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy arrangement or arrangement agreement with Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of Company (or in the ownership of a substantial portion of the assets of Company) or any person affiliated with Company or such person (but only if such payment or other benefit is in connection with Executive’s employment by Company) (collectively with the payments under Section 8 and 9 hereof, the “Covered Company Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would will be or become subject to the tax (the “Excise Tax”) imposed under by Section 4999 of the Internal Revenue Code or (and any similar tax that may hereafter be imposedimposed by any taxing authority), and then Executive will be entitled to receive either (i) the full amount of the Company Payments, or (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Company Payments having a value equal to $1 less than three (3) times Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as such term is defined under in Section 280G(b)(3280G(b)(3)(A) of the Internal Revenue Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, local income and employment taxes and the excise tax imposed by Section 4999 of the Internal Revenue Code, results in the receipt by Executive on an after-tax basis, of the greatest portion of the Company Payments. Any determination required under this SECTION 12 shall be treated as subject to made in writing by the Excise Tax, unless, and except to the extent that, in the good faith judgment of a independent registered public accounting firm appointed at the Company’s expense, designated by the Company prior and reasonably acceptable to the Change in Control or tax counsel selected by such accounting firm Executive (the “Accountants”), whose determination shall be conclusive and binding for all purposes upon the Company has and Executive. For purposes of making any calculation required by this SECTION 12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Internal Revenue Code. If there is a reasonable basis reduction of the Company Payments pursuant to conclude this SECTION 12, such reduction shall occur in the following order: (A) any cash severance payable by reference to Executive’s Base Salary or annual bonus, (B) any other cash amount payable to Executive, (C) any employee benefit valued as a “parachute payment,” and (D) acceleration of vesting of any outstanding equity award. For the avoidance of doubt, in the event that additional Company Payments are made to Executive after the application of the cutback in this SECTION 12, which additional Company Payments result in the cutback no longer being applicable, Company shall pay Executive an additional amount equal to the value of the Company Payments that were originally cutback. The Company shall determine at the end of each calendar year whether any such Covered restoration is necessary based on additional Company Payments (if any) made during such calendar year, and shall pay such restoration within ninety (90) days following the last day of such calendar year. For the avoidance of doubt, in whole no event whatsoever shall Executive be entitled to a tax gross-up or other payment in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning respect of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such any Excise Tax, and interest or penalties that may be imposed on the value Company Payments by reason of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles application of Section 280G or Section 4999 of the Internal Revenue Code.

Section 280G of the Code. Notwithstanding anything contained (a) In the event of the consummation of a change in this Agreement to ownership or control within the contrarymeaning of Section 280G of the Code (a “280G Change in Control”) of the Company, if the Executive would receive (i) all or any payment, deemed payment or other benefit as a result portion of the operation of Section 8 or 9 hereof thatpayments and benefits under this Agreement, together with any other paymentpayments and benefits provided by the Company or its Affiliates (including, deemed payment without limitation, any accelerated vesting of stock options or other benefit equity awards) that the Executive may would receive under any other plan, program, policy or arrangement in connection with such 280G Change in Control (collectively with the payments under Section 8 and 9 hereof, the “Covered Transaction Payments”), ) would (i) constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess (ii) but for this Section 10.14, be subject to the excise tax imposed by Section 4999 of the Code (the “base amount” Excise Tax”) (the aggregate of such payments (or portions thereof) being hereinafter referred to as defined under Section 280G(b)(3) of the Code) “Excess Parachute Payments”), then the Executive shall be treated as entitled to receive (A) an amount reduced so that no portion thereof shall be subject to the Excise Tax (the “Reduced Payment”), or (B) if the amount otherwise payable hereunder or otherwise (without regard to clause (A)) reduced by all taxes applicable thereto (including, for the avoidance of doubt, the Excise Tax) would be greater than the Reduced Payment reduced by all taxes applicable thereto, unlessthe amount otherwise payable hereunder or otherwise. (b) The determination as to whether the Transaction Payments include Excess Parachute Payments and, if so, the amount of such Excess Parachute Payments, the amount of any Excise Tax with respect thereto, and except to the extent that, amount of any reduction in Transaction Payments shall be made at the good faith judgment of a Company’s expense by the independent public accounting firm appointed by most recently serving as the Company’s outside auditors or such other accounting or benefits consulting group or firm as the Company prior to the Change in Control or tax counsel selected by such accounting firm may designate (the “Accountants”). In the event that any payments under this Agreement or otherwise are required to be reduced as described in Section 10.14(a), the Company has a reasonable basis adjustment will be made, first, by reducing the amounts payable pursuant to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation Section 6.1(b)(iii); second, if additional reductions are necessary, by reducing the payment of COBRA premiums payable pursuant to Section 6.1(b)(iv); and third, if additional reductions are still necessary, by eliminating the accelerated vesting of stock option awards and other equity awards, if any, starting with those awards for personal services actually rendered (within which the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject amount required to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of taken into account under Section 280G of the Code is the greatest. (c) In the event that there has been an underpayment or overpayment under this Agreement or otherwise as determined by the Accountants, the amount of such underpayment or overpayment shall forthwith be paid to the Executive or refunded to the Company, as the case may be, with interest at the applicable federal rate provided for in Section 7872(0(2) of the Code.

Section 280G of the Code. Notwithstanding anything contained in If it is determined (as hereafter provided) that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right, PSU, other equity award or similar right, or the contrary, if lapse or termination of any restriction on or the Executive would receive (i) vesting or exercisability of any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement foregoing (collectively with the payments under Section 8 and 9 hereof, the a “Covered PaymentsPayment”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the excise tax (the “Excise Tax”) imposed under by Section 4999 of the Code (or any similar tax that may hereafter be imposed, and (iisuccessor provision thereto) by reason of being contingent on a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced change in connection with the application ownership or effective control of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation Company or of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any a substantial portion of the Covered Payments will be subject to assets of the Excise TaxCompany, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the CodeCode (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest or penalties, are hereafter collectively referred to as the “Excise Tax”), then, if the after-tax value of all Payments to the Executive (such after-tax value to reflect the reduction for the Excise Tax and all “parachute payments” federal, state and local income, employment and other taxes on such Payments) would, in excess of the “base amount” aggregate, be less than the after-tax value to the Executive (as defined under Section 280G(b)(3reflecting a reduction for all such taxes in a like manner) of the CodeSafe Harbor Amount, (a) the cash portions of the Payments payable to the Executive under this Agreement shall be treated as subject to the Excise Tax, unless, and except to the extent thatreduced, in the good faith judgment reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of a public accounting firm appointed by the Company prior all Payments paid to the Change Executive, in Control or tax counsel selected by such accounting firm the aggregate, equals the Safe Harbor Amount, and (b) if the “Accountants”), the Company has a reasonable basis reduction to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) zero of the Code) in excess cash portions of the allocable portion Payments payable under this Agreement would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then any cash portions of the “base amount,” Payments payable to the Executive under any other agreements, policies, plans, programs, or arrangements shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such “parachute payments” are otherwise not subject payment, until the Parachute Value of all Payments paid to such Excise Taxthe Executive, in the aggregate, equals the Safe Harbor Amount, and (c) if the value reduction to zero of any all cash portions of the Payments payable pursuant to this Agreement or otherwise would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then non-cash benefits or any deferred payment or benefit portions of the Payments shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount. All calculations under this section shall be determined by a national accounting firm selected by the Accountants Company (which may include the Company’s outside auditors) and provided to the Company and the Executive within fifteen (15) days prior to the date on which any Payment is payable to the Executive. Any dispute between the Company and the Executive with respect to the terms of this Section 27, including the calculations and determinations of such national accounting firm, shall be resolved in accordance with Section 24 hereof. The Company shall pay all costs to obtain and provide such calculations to the principles of Section 280G of Executive and the CodeCompany.

Section 280G of the Code. Notwithstanding anything contained in If any payment or benefit (including payments and benefits pursuant to this Agreement to the contrary, if the Executive Agreement) that you would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) any payment, deemed payment or other benefit as constitute a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”), and all “parachute payments” in excess (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “base amount” (as defined under Section 280G(b)(3) Excise Tax”), then the Company shall cause to be determined, before any amounts of the Code) shall Transaction Payment are paid to you, which of the following two alternative forms of payment would result in your receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be treated as subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), unlessor (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) you shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and except to the extent that, (y) reduction in payments and/or benefits shall occur in the good faith judgment manner that results in the greatest economic benefit to you as determined in this paragraph. If more than one method of a public accounting firm appointed reduction will result in the same economic benefit, the portions of the Transaction Payment shall be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company prior to the Change in Control or tax counsel selected by such accounting firm Company’s independent public accountants (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit whose determination shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.conclusive and binding upon you and ACTIVE 269404020

Section 280G of the Code. Notwithstanding anything contained in If any payment or benefit (including payments and benefits pursuant to this Agreement to the contrary, if the Executive Agreement) that you would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) any payment, deemed payment or other benefit as constitute a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”), and all “parachute payments” in excess (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “base amount” (as defined under Section 280G(b)(3) Excise Tax”), then the Company shall cause to be determined, before any amounts of the Code) shall Transaction Payment are paid to you, which of the following two alternative forms of payment would result in your receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be treated as subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), unlessor (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) you shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and except to the extent that, (y) reduction in payments and/or benefits shall occur in the good faith judgment manner that results in the greatest economic benefit to you as determined in this paragraph. If more than one method of a public accounting firm appointed reduction will result in the same economic benefit, the portions of the Transaction Payment shall be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company prior to the Change in Control or tax counsel selected by such accounting firm Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within all purposes. For purposes of making the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Taxcalculations required by this paragraph, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the principles application of Section Sections 280G and 4999 of the Code.the

Section 280G of the Code. Notwithstanding anything contained in this Agreement to Sections 280G and 4999 of the contrary, Internal Revenue Code ("Code") may place significant tax burdens on both Executive and Company if the total payments made to Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of due to certain change in control events described in Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be (the "Total Change in Control Payments") equal or become subject exceed Executive’s 280G Cap. For this purpose, Executive’s "280G Cap" is equal to Executive’s average annual compensation in the five (5) calendar years preceding the calendar year in which the change in control event occurs (the "Base Period Income Amount") times three (3). If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “"Excise Tax”") on all amounts in excess of one (1) times Executive’s Base Period Income Amount. In determining whether the Total Change in Control Payments will equal or exceed the 280G Cap and result in the imposition of an Excise Tax, the provisions of Sections 280G and 4999 of the Code and the applicable Treasury Regulations will control over the general provisions of this Section 18. All determinations and calculations required to implement the rules set forth in this Section 18 shall take into account all applicable federal, state, and local income taxes and employment taxes (and for purposes of such calculations, Executive shall be deemed to pay income taxes at the highest combined federal, state and local marginal tax rates for the calendar year in which the Total Change in Control Payments are to be made, less the maximum federal income tax deduction that could be obtained as a result of a deduction for state and local taxes (the "Assumed Taxes")). (a) Subject to the "best net" exception described in Section 18(b), in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to avoid equaling or exceeding the 280G Cap, with such reduction first applied to the cash severance payments that Executive would otherwise be entitled to receive pursuant to this Agreement and thereafter applied in a manner that will not subject Executive to tax and penalties under Section 409A of the Code. (b) If Executive’s Total Change in Control Payments minus the Excise Tax and the Assumed Taxes (payable with respect to the amount of the Total Change in Control Payments) exceeds the 280G Cap minus the Assumed Taxes (payable with respect to the amount of the 280G Cap), then the total payments to which Executive is entitled under this Agreement or otherwise will not be reduced pursuant to Section 18(a). If this "best net" exception applies, Executive shall be fully responsible for paying any Excise Tax (and income or other taxes) that may be imposed under on Executive pursuant to Section 4999 of the Code or any similar tax that may hereafter be imposedotherwise. (c) Company will engage a law firm, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount certified public accounting firm, and/or a firm of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax reputable executive compensation consultants (the “Safe Harbor Amount”), then "Consultant") to make any necessary determinations and to perform any necessary calculations required in order to implement the Covered Payments rules set forth in this Section 18. The Consultant shall provide detailed supporting calculations to both Company and Executive and all fees and expenses of the Executive Consultant shall be reduced (but not below zero) so that borne by Company. If the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning provisions of Section 280G and 4999 of the CodeCode are repealed without succession, and all “parachute payments” in excess of the “base amount” (as defined under this Section 280G(b)(3) of the Code) 18 shall be treated as subject of no further force or effect. In addition, if this provision does not apply to the Excise TaxExecutive for whatever reason, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of this Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codeno further force or effect.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (ia) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 18(a)(ii), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s severance and other benefits under Section 7 will be either: a) delivered in full, or b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in excess the following order: (1) reduction of the “base amount” cash severance payments; (as defined 2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of continued employee benefits under Section 280G(b)(3Company Benefit Plans. In the event that the accelerated vesting of equity awards is to be cancelled, such vesting acceleration will be cancelled in a manner designed to provide Executive with the greatest economic benefit. If more than one manner of cancellation of accelerated vesting benefits yields the greatest economic benefit, accelerated vesting of equity awards will be reduced pro rata. b) of the Code) shall be treated as subject Subject to the provisions of Section 18(f) below, all determinations required to be made under this Section 18, including whether an Excise TaxTax is payable by Executive and the amount of such Excise Tax and whether a reduction in payments and benefits is required, unless, and except to will be made by the extent that, in the good faith judgment of a Company’s independent public accounting firm appointed by the Company prior to the Change in of Control or tax counsel selected by such accounting firm (the “AccountantsAccounting Firm”). If the Company’s independent public accounting firm is serving as accountant or auditor for the person or entity effecting the Change of Control, the Company has shall appoint a reasonable basis nationally recognized independent registered public accounting firm to conclude that serve, and such Covered Payments firm shall be deemed to be the “Accounting Firm” for purposes of this Section 18. The Company will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within fifteen (in whole or in part15) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within calendar days after the meaning of Section 280G(b)(4)(B) date of the CodeChange of Control or the date of Executive’s termination of employment, if applicable, and any other such time or times as may be requested by the Company or Executive. The Accounting Firm will furnish Executive with an opinion stating that he has substantial authority not to report any Excise Tax on his federal, state, local income or other tax return. Any determination by the Accounting Firm as to the amount of any Excise Tax or reduction in payments and benefits will be binding upon the Company and Executive. c) The Company and Executive will each provide the Accounting Firm access to and copies of any books, records and documents in excess the possession of the allocable portion Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the “base amount,” determination contemplated by Section 18(b) above. d) The federal, state and local income or such “parachute payments” are otherwise not subject other tax returns filed by Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to such the Excise Tax payable by Executive. Executive will make proper payment of the amount of any Excise Tax, and at the value request of the Company, provide to the Chief Financial Officer and/or the General Counsel of the Company (on a confidential basis for the sole purpose of confirmation) true and correct copies (with any non-cash benefits or any deferred payment or benefit shall be determined amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Accountants Company, evidencing such payment. e) The fees and expenses of the Accounting Firm for its services in accordance connection with the principles determinations and calculations contemplated by Sections 18(b) and 18(d) above will be borne by the Company. If such fees and expenses are initially advanced by Executive, the Company will reimburse Executive the full amount of such fees and expenses within twenty (20) days after receipt from Executive of a statement therefore and reasonable evidence of his payment thereof. f) If, for any reason, the Accounting Firm, as defined above, fails to act in the manner contemplated by this Section 280G 18 within a reasonable period of time, the Executive may appoint another nationally recognized independent accounting firm with the consent of the CodeCompany (unless such consent is unreasonably withheld or delayed), to perform all of such duties of the Accounting Firm that are contemplated by this Section 18, in which event such independent accountants will thereafter be deemed to be the “Accounting Firm” for purposes of this Section 18.

Section 280G of the Code. Notwithstanding anything contained in (a) 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 the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (collectively, the “Payments”) would be subject to the contraryexcise tax imposed by Section 4999 of the Code, if or any interest or penalties are incurred by the Executive would receive with respect to such excise tax (i) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof thatsuch excise tax, together with any other paymentsuch interest and penalties, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (are hereinafter collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject referred to the tax (as the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be either (i) reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application present value of the Safe Harbor Amount in the following manner: first, Payments will be one dollar ($1.00) less than three times the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under in Section 280G(b)(3) of the Code) and so that no portion of the Payments received by the Executive shall be treated as subject to the Excise Taxexcise tax imposed by Section 4999 of the Code or (ii) paid in full, unless, and except whichever produces the better net after-tax position to the extent thatExecutive. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject to Section 409A of the Code on a pro rata basis. If, notwithstanding clause (i), a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times the good faith judgment of a public accounting firm appointed Executive’s base amount, then the Executive shall immediately repay such excess to the Company. (b) All determinations required to be made under this Section 16, including whether and when the reductions contemplated by Section 16(a) are required and the assumptions to be utilized in arriving at such determination, shall be made by the Company prior to the Change in Control or tax counsel selected by such Company’s public accounting firm (the “AccountantsAccounting Firm”)) which shall provide detailed supporting calculations both to the Company and the Executive. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company has a reasonable basis shall appoint another nationally recognized public accounting firm to conclude that such Covered Payments make the determinations required hereunder (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within which accounting firm shall then be referred to as the meaning of Section 280G(b)(4)(B) Accounting Firm hereunder). All fees and expenses of the Code) in excess of Accounting Firm shall be borne solely by the allocable portion of Company. Any determination by the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, Accounting Firm shall be binding upon the Company and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the CodeExecutive.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to (a) Sections 280G and 4999 of the contrary, Code may place significant tax burdens on both Executive and the Company if the total payments made to Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of due to certain change in control events described in Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be (the “Total Change in Control Payments”) equal or become subject exceed Executive’s 280G Cap. For this purpose, Executive’s “280G Cap” is equal to Executive’s average annual compensation in the five calendar years preceding the calendar year in which the change in control event occurs (the “Base Period Income Amount”) times three. If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one (1) times Executive’s Base Period Income Amount. In determining whether the Total Change in Control Payments will equal or exceed the 280G Cap and result in the imposition of an Excise Tax, the provisions of Sections 280G and 4999 of the Code and the applicable Treasury Regulations will control over the general provisions of this Section 12. All determinations and calculations required to implement the rules set forth in this Section 12 shall take into account all applicable federal, state, and local income taxes and employment taxes (and for purposes of such calculations, Executive shall be deemed to pay income taxes at the highest combined federal, state and local marginal tax rates for the calendar year in which the Total Change in Control Payments are to be made, less the maximum federal income tax deduction that could be obtained as a result of a deduction for state and local taxes (the “Assumed Taxes”)). (b) Subject to the “best net” exception described in Section 12(c), in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to avoid equaling or exceeding the 280G Cap, with such reduction first applied to the cash severance payments that Executive would otherwise be entitled to receive pursuant to this Agreement and thereafter applied in a manner that will not subject Executive to tax and penalties under Section 409A of the Code. Any reduction in payments and/or benefits pursuant to this Section 12(b) will occur in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of equity awards other than stock options; (iii) cancellation of accelerated vesting of stock options; and (iv) reduction of other benefits payable to you. Notwithstanding the foregoing, any reduction in payments pursuant to this Section 12(b) shall be made in compliance with Section 409A Regulations. (c) If Executive’s Total Change in Control Payments minus the Excise Tax and the Assumed Taxes (payable with respect to the amount of the Total Change in Control Payments) exceeds the 280G Cap minus the Assumed Taxes (payable with respect to the amount of the 280G Cap), then the total payments to which Executive is entitled under this Agreement or otherwise will not be reduced pursuant to Section 12(b). If this “best net” exception applies, Executive shall be fully responsible for paying any Excise Tax (and income or other taxes) that may be imposed under on Executive pursuant to Section 4999 of the Code or any similar tax that may hereafter be imposedotherwise. (d) The Company will engage a law firm, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount certified public accounting firm, and/or a firm of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax reputable executive compensation consultants (the “Safe Harbor AmountConsultant”), then ) to make any necessary determinations and to perform any necessary calculations required in order to implement the Covered Payments rules set forth in this Section 12. The Consultant shall provide detailed supporting calculations to both the Company and Executive and all fees and expenses of the Consultant shall be reduced (but not below zero) so that borne by the aggregate amount of parachute payments that Company. If the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning provisions of Section 280G and 4999 of the CodeCode are repealed without succession, and all “parachute payments” in excess of the “base amount” (as defined under this Section 280G(b)(3) of the Code) 12 shall be treated as subject of no further force or effect. In addition, if this provision does not apply to the Excise TaxExecutive for whatever reason, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of this Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codeno further force or effect.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrarycontrary contained herein (or any other agreement entered into by and between Employee and the Company or any incentive arrangement or plan offered by the Parent or Company), if in the Executive would receive (i) event that any paymentamount or benefit paid or distributed to Employee pursuant to this Agreement, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, taken together with any other payment, deemed payment amounts or other benefit benefits otherwise paid to Employee by the Executive may receive under any other plan, program, policy Parent or arrangement Company (collectively with the payments under Section 8 and 9 hereofcollectively, the “Covered Payments”), would constitute an “excess parachute payment” under section as defined in Section 280G of the Code that Code, and would be or become thereby subject Employee to the an excise tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed(an “Excise Tax”), and the provisions of this Section 10 shall apply. If the aggregate present value (iias determined for purposes of Section 280G of the Code) a greater net after-tax benefit by limiting of the Covered Payments so that exceeds the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could which can be paid to the Employee without Employee’s being subject to any Employee incurring an Excise Tax (the “Safe Harbor Amount”)Tax, then the Covered Payments amounts payable to Employee under this Agreement (or any other agreement by and between Employee, the Executive Parent, and/or the Company or pursuant to any incentive arrangement or plan offered by the Parent or Company) shall be reduced (but not below zero) so that to the aggregate maximum amount of parachute which may be paid hereunder without Employee becoming subject to the Excise Tax (such reduced payments that to be referred to as the Executive receives does not exceed the Safe Harbor Amount“Payment Cap”). In the event that the Executive Employee receives reduced payments and benefits hereunderas a result of application of this Section 10, such Employee shall have the right to designate which of the payments and benefits otherwise set forth herein (or any other agreement between the Parent, the Company and/or Employee or any incentive arrangement or plan offered by the Parent or Company) shall be reduced received in connection with the application of the Safe Harbor Amount in the following manner: firstPayment Cap, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will following sentence. Reduction shall first be treated as “parachute payments” within the meaning made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 280G 409A of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) then shall be treated as subject to the Excise Tax, unless, and except made (to the extent that, in the good faith judgment necessary) out of a public accounting firm appointed by the Company prior payments and benefits that are subject to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) 409A of the Code) in excess of Code and that are due at the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codelatest future date.

Section 280G of the Code. Notwithstanding anything contained (a) Anything in this Agreement to the contrarycontrary notwithstanding and except as set forth in subparagraph (b) below, if it is determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) 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 reduction (if any) required under this Section 7 (the “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax (“Excise Tax”), then the Company will automatically reduce (the “Reduction”) the Executive’s Payment to the minimum extent necessary to prevent the Payment (after the Reduction) from being subject to the Excise Tax, but only if, by reason of the Reduction, the after-tax benefit of the reduced Payment exceeds the after-tax benefit if such Reduction was not made. If the after-tax benefit of the reduced Payment does not exceed the after-tax benefit if the Payment is not reduced, then the Reduction will not apply. If the Reduction is applicable, the Payment will be reduced in such a manner that provides the Executive would receive with the best economic benefit and, to the extent any portions of the Payment are economically equivalent with each other, each will be reduced pro rata. (ib) any paymentAll determinations required to be made under this Section 7, deemed payment including the after-tax benefit and calculation of the Reduction, will be made by a certified public accounting firm that is selected by the Company prior to the occurrence of a Change in Control (the “Accounting Firm”), which may be the Company’s independent auditor, but which firm will not be a firm serving as accountant or other benefit as auditor for the individual, entity or group effecting the Change in Control. If the Reduction is applicable, the Company will provide the Executive with a written summary of the portions of the Payment that will be reduced. All fees and expenses of the Accounting Firm will be borne solely by the Company. All determinations by the Accounting Firm made under this Section 7 are binding upon the Company and the Executive. (c) As a result of the operation uncertainty in the application of Section 8 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or 9 hereof that, together with any other payment, deemed payment distributed by the Company to or other for the benefit of the Executive may receive under any other plan, program, policy which should not have been so paid or arrangement distributed (collectively with “Overpayment”) or that additional amounts which will have not been paid or distributed by the payments under Section 8 and 9 hereof, Company to or for the benefit of the Executive could have been so paid or distributed (“Covered PaymentsUnderpayment”), would constitute an “excess parachute payment” under section 280G in each case, consistent with the calculation of the Code Reduction. If the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive will be repaid to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such amount will be payable by the Executive to the Company if and to the extent such payment would be or become not either reduce the amount on which the Executive is subject to the tax (the “Excise Tax”) imposed under Section 1 and Section 4999 of the Code or generate a refund of such taxes. If the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any similar tax that may hereafter such Underpayment will be imposedpromptly paid by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code (“Interest”). The Company will cooperate with the Executive in good faith in valuing, and (ii) a greater net after-tax benefit the Accounting Firm will take into account the value of, services provided or to be provided by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunderincluding, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: firstwithout limitation, the Executive’s Severance Payment shall be reducedagreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, followed bybefore, to on or after the extent necessary and date of a change in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any ownership or control of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude such that payments in respect of such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent services may be considered reasonable compensation for personal services actually rendered (within the meaning of Q&A-9 and Q&A-40 of the final regulations under Section 280G(b)(4)(B280G of the Code and/or exempt from the definition of parachute payment within the meaning of Q&A-5(a) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of final regulations under Section 280G of the Code.

Section 280G of the Code. Notwithstanding anything contained in If it is determined (as hereafter provided) that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right, PSU, restricted stock unit, other equity award or similar right, or the contrary, if lapse or termination of any restriction on or the Executive would receive (i) vesting or exercisability of any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement foregoing (collectively with the payments under Section 8 and 9 hereof, the a “Covered PaymentsPayment”), would constitute an “excess parachute payment” under section be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) by reason of being contingent on a change in ownership or effective control of the Company or of a substantial portion of the assets of the Company, within the meaning of Section 280G of the Code that would be (or become subject any successor provision thereto) or to the any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest or penalties, are hereafter collectively referred to as the “Excise Tax”) imposed under Section 4999 of ), then, if the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered value of all Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject Executive (such after-tax value to any reflect the reduction for the Excise Tax and all federal, state and local income, employment and other taxes on such Payments) would, in the aggregate, be less than the after-tax value to the Executive (reflecting a reduction for all such taxes in a like manner) of three (3) times the Executive’s “base amount” (as defined for purposes of Section 280G of the Code) (the “Safe Harbor Amount”), then (a) the Covered cash portions of the Payments payable to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment under this Agreement shall be reduced, followed byin the reverse order in which they are due to be paid commencing with the latest such payment, to until the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation value of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as all “parachute payments” within the meaning (as defined for purposes of Section 280G of the Code, and all “parachute payments” in excess of ) (the “base amount” (as defined under Section 280G(b)(3Parachute Value”) of the Code) shall be treated as subject all Payments paid to the Excise Tax, unless, and except to the extent thatExecutive, in the good faith judgment aggregate, equals the Safe Harbor Amount, and (b) if the reduction to zero of a public accounting firm appointed by the Company prior cash portions of the Payments payable under this Agreement would not be sufficient to reduce the Parachute Value of all Payments to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”)Safe Harbor Amount, the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) then any cash portions of the CodePayments payable to the Executive under any other agreements, policies, plans, programs, or arrangements shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount, and (c) in excess if the reduction to zero of all cash portions of the allocable portion Payments payable pursuant to this Agreement or otherwise would not be sufficient to reduce the Parachute Value of all Payments to the “base amount,” or such “parachute payments” are otherwise not subject to such Excise TaxSafe Harbor Amount, and the value of any then non-cash benefits or any deferred payment or benefit portions of the Payments shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount. All calculations under this section shall be determined by a national accounting firm selected by the Accountants Company (which may include the Company’s outside auditors) and provided to the Company and the Executive within fifteen (15) days prior to the date on which any Payment is payable to the Executive. Any dispute between the Company and the Executive with respect to the terms of this Section 27, including the calculations and determinations of such national accounting firm, shall be resolved in accordance with Section 24 hereof. The Company shall pay all costs to obtain and provide such calculations to the principles of Section 280G of Executive and the CodeCompany.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (i) If any payment, deemed payment payments to Executive under this Agreement or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), otherwise would constitute an a “excess parachute payment” under section for purposes of Section 280G of the Code that and such payments would be eligible for exemption under Section 280G(b)(5) of the Code, the Companies agree to use commercially reasonably efforts to seek the requisite stockholder vote of the payments pursuant to Section 280G of the Code and Executive agrees to cooperate therein. (1) If the exemption described in subsection (i) above is not available and in the event it shall be determined that any payment, benefit, distribution or become entitlement (or combination thereof) by the Companies or any of their affiliates, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (including, without limitation, any payment, benefit, distribution or entitlement paid or provided by the person or entity effecting the change in control) (a “Payment”) is subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) 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, hereinafter collectively referred to as the “Excise Tax”), Executive shall be entitled to receive 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 (and any interest and penalties imposed with respect thereto) and the 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; provided, however, that the Gross-Up Payment shall not exceed $1,000,000. (2) All determinations required to be made under this Section 7(f)(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 a nationally recognized certified public accounting firm as may be designated by Holdings or Catalent and reasonably acceptable to Executive (such firm, the “Accounting Firm”) which shall provide detailed supporting calculations to the Parties within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by Holdings or Catalent; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Companies. Any Gross-Up Payment, as determined pursuant to this Section 7(f)(ii), shall be paid by Catalent to Executive (or to the appropriate taxing authority on Executive’s behalf) within sixty (60) days of the completion of the determination provided by the Accounting Firm but, in any event, no later than (a) the date the Excise Tax is due, if paid directly to the appropriate taxing authority, or (b) three (3) business days prior to the date by which Executive will pay the Excise Tax, if to be paid by Executive. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Parties. As a result of the uncertainty in the application of Section 4999 of the Code or any similar tax that may hereafter be imposedCode, and (ii) a greater net after-tax benefit by limiting the Covered Payments so it is possible that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could the Gross-Up Payment determined by the Accounting Firm to be paid due to (or on behalf of) Executive was lower than the Employee without Employee’s being subject to any Excise Tax amount actually due (the “Safe Harbor AmountUnderpayment”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Companies exhaust their remedies pursuant to Section 7(f)(ii)(3) and Executive receives reduced payments 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 benefits hereunder, any such payments and benefits Underpayment shall be reduced promptly paid by Catalent to or for the benefit of Executive but, in any event, no later than (a) the date the Excise Tax is due, if paid directly to the appropriate taxing authority, or (b) three (3) business days prior to the date by which Executive will pay the Excise Tax, if to be paid by Executive. (3) Executive shall notify the Companies in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Catalent of any 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 Companies 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 it gives such notice to the Companies (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If either of the Companies notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give Holdings or Catalent, as applicable, any information reasonably requested by Holdings or Catalent, as applicable, relating to such claim, (ii) take such action in connection with contesting such claim as Holdings or Catalent, as applicable 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 Holdings or Catalent, as applicable, (iii) cooperate with Holdings or Catalent, as applicable, in good faith in order to effectively contest such claim and (iv) permit Holdings or Catalent, as applicable, to participate in any proceedings relating to such claim; provided, however, that Holdings or Catalent, as applicable, 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 application foregoing provisions of this Section 7(f)(ii)(3), Holdings or Catalent, as applicable, shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego 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 pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or contest the claim in any permissible manner, and Executive 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 Holdings or Catalent, as applicable, shall determine; provided, further, that if Holdings or Catalent, as applicable, pays such claim and directs Executive to xxx for a refund, Holdings or Catalent, as applicable, shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment or with respect to any imputed income in connection with such payment; provided, further, that if Executive is required to extend the statute of limitations to enable Holdings or Catalent, as applicable, to contest such claim, Executive may limit this extension solely to such contested amount. Holdings’ or Catalent’s control, as applicable, of the Safe Harbor Amount in 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 following manner: firstcase may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (4) If, after the receipt by Executive of a Gross-Up Payment or payment by either of the Companies of an amount on Executive’s Severance behalf pursuant to this Section 7(f)(ii), Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates, Executive shall (subject to Holdings’ or Catalent’s, as applicable, complying with the requirements of Section 7(f)(ii)(3)) promptly pay to Catalent the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by either Catalent or Holdings, as applicable of an amount on Executive’s behalf pursuant to Section 7(f)(ii)(3), a determination is made that Executive shall not be reducedentitled to any refund with respect to such claim and neither of the Companies notifies Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, followed bythen the amount of such payment shall offset, to the extent necessary and in orderthereof, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any amount of the Covered Payments will Gross-Up Payment required to be subject paid. (5) In all events, except as otherwise provided for in this Section 7(f), any payments pursuant to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of this Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code7(f) shall be treated as subject paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Excise Tax, unless, and except to the extent that, Internal Revenue Service or any other applicable taxing authority; or in the good faith judgment case of amounts relating to a public accounting firm appointed by the Company prior to the Change claim described in Control Section 7(f)(ii)(3) that does not result in remittance of any federal, state, local or tax counsel selected by such accounting firm (the “Accountants”)foreign income, excise, social security or other taxes, the Company has a reasonable basis to conclude that such Covered Payments (calendar year in whole which the claim is finally settled or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Coderesolved.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive If any Person who is a “disqualified individual” (i) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, Code and all “parachute payments” in excess the Department of the “base amount” (as defined under Section 280G(b)(3Treasury regulations promulgated thereunder) of the Code) shall be treated as subject with respect to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control may receive any payment(s) or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude benefit(s) that such Covered Payments (in whole or in part) either do not could constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B280G of the Code and the Department of Treasury regulations promulgated thereunder) under Section 280G of the Code in connection with the transactions contemplated by this Agreement, then: (a) the Company shall use commercially reasonable efforts to obtain a Parachute Payment Waiver from each such “disqualified individual” and shall deliver such Parachute Payment Waiver to Acquiror; and (b) as soon as practicable following the delivery of the Parachute Payment Waivers (if any) to Acquiror, the Company shall prepare and distribute to its shareholders a disclosure statement describing all potential “parachute payments” and benefits that may be received by such disqualified individual(s) and shall submit such payments to its shareholders for approval, in each case, in accordance with the requirements of Section 280G(b)(5)(B) of the Code) in excess Code and the Department of Treasury regulations promulgated thereunder, such that, if approved by the requisite majority of the allocable portion shareholders, such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “base amount,” 280G Vote”). No later than three (3) Business Days prior to the Closing, if Parachute Payment Waivers are obtained and a 280G Vote is required, the Company shall deliver to Acquiror evidence reasonably satisfactory to Acquiror, (i) that a 280G Vote was solicited in conformance with Section 280G of the Code, and the requisite shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to the Parachute Payment Waiver, such “parachute payments” are otherwise shall be reduced accordingly so that no payment(s) or benefit(s) provided would constitute a “parachute payment” not be made or provided. The form of the Parachute Payment Waiver, and related shareholder voting, consent and disclosures to be submitted to the Company’s shareholders in connection with the 280G Vote and the calculations related to the foregoing shall be subject to advance review and approval by Acquiror, which approval shall not be unreasonably withheld. For purposes hereof, the term “Parachute Payment Waiver” means, with respect to any Person, a written agreement waiving such Excise Tax, and Person’s right to receive any “parachute payments” (within the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles meaning of Section 280G of the CodeCode and the Department of Treasury regulations promulgated thereunder) solely to the extent required to avoid the imposition of a tax under Section 4999 of the Code by virtue of the operation of Section 280G of the Code and to accept in substitution therefor the right to receive such payments only if approved by the shareholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (ia) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (iib) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee Executive without Employeethe Executive’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment under Section 8(a)(ii) shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonusany COBRA Reimbursements or Alternative Payments under Section 8(a)(iii); (ii) any the continuation vesting of medical benefits, the Unvested Shares under Section 8(a)(iv); and (iii) the Unvested RSU Bonus Shares and (iv) the Accrued ObligationsObligations under Section 8(a)(i). For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.of

Section 280G of the Code. Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive (i) If it shall be determined that any paymentamount, deemed payment right, or other benefit paid distributed or treated as paid or distributed by the Company or any of its affiliates to or for Executive’s benefit (whether paid or payable or distributed or distributable hereunder or otherwise, including, without limitation, in connection with a result Change in Control of the operation Company, but determined without regard to any additional payments required under this Section 6(b)) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of Section 8 the Code, or 9 hereof thatany interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any other paymentsuch interest and penalties, deemed payment or other benefit the Executive may receive under any other plancollectively, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”), then Executive shall be entitled to receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and 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. Any such Gross-Up Payment shall be made within fifteen (15) business days following the Company’s receipt of such determination from the Accounting Firm (as defined below) and in all events not later than the end of Executive’s taxable year following Executive’s taxable year in which the tax was remitted. (ii) All determinations required to be made under this Section 6(b), including whether and when Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm selected by the Company and reasonably acceptable to Executive (the “Accounting Firm”), which shall be permitted to designate an independent counsel to advise it for this purpose. The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive and the Company requesting calculation of the Gross-up Payment with respect to any Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm and its legal counsel shall be paid by the Company. All determinations made by the Accounting Firm shall be binding upon the Company and Executive. (iii) As a result of the uncertainty regarding the application of Section 4999 of the Code hereunder, it is possible that the IRS may assert that an Excise Tax is due that was not included in the Accounting Firm’s calculation of the Gross-Up Payment (an “Underpayment”). Executive shall notify the Company in writing of any claim by the IRS 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 not later than ten (10) business days after Executive receives written notification 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 it gives such notice to the Company (or such shorter period ending on the date that any similar tax 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 may hereafter be imposedit desires to contest such claim, and Executive shall: (i) give the Company all information reasonably requested by the Company relating to such claim; (ii) a greater net after-tax benefit take such action in connection with contesting such claim as the Company shall reasonable request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company and reasonably acceptable to Executive and ceasing all efforts to contest such claim; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all reasonable costs and expenses (including additional interest and penalties) incurred in connection with such contest. Without limiting the Covered Payments so foregoing provisions of this Section 6(b), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, it 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 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 and direct; ; provided that any extension of the portion thereof that are parachute payments do not exceed statute of limitations relating to payment of taxes for Executive’s taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the maximum 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 contests, as the case may be, any other issue raised by the IRS or any other taxing authority. If the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such parachute payments that could be paid payment to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and permitted by applicable law. (iv) the Accrued Obligations. For purposes If, after Executive’s receipt of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed an amount advanced by the Company prior pursuant to this Section 6(b), Executive becomes entitled to receive any refund with respect to such claim, Executive shall promptly pay to the Change in Control Company the amount of such refund (together with any interest paid or tax counsel selected by such accounting firm credited thereon after taxes applicable thereto). (v) The provisions of this Section 6(b) shall survive the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning expiration of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance Executive’s employment with the principles of Section 280G of the CodeCompany.

Section 280G of the Code. Notwithstanding anything contained in this Agreement to (a) Sections 280G and 4999 of the contrary, Code may place significant tax burdens on both Executive and the Company if the total payments made to Executive would receive (i) any payment, deemed payment or other benefit as a result of the operation of due to certain change in control events described in Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be (the “Total Change in Control Payments”) equal or become subject exceed Executive’s 280G Cap. For this purpose, Executive’s “280G Cap” is equal to Executive’s average annual compensation in the five calendar years preceding the calendar year in which the change in control event occurs (the “Base Period Income Amount”) times 3. If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of 1 times Executive’s Base Period Income Amount. In determining whether the Total Change in Control Payments will equal or exceed the 280G Cap and result in the imposition of an Excise Tax, the provisions of Sections 280G and 4999 of the Code and the applicable Treasury Regulations will control over the general provisions of this Section 10. All determinations and calculations required to implement the rules set forth in this Section 10 will take into account all applicable federal, state, and local income taxes and employment taxes (and for purposes of such calculations, Executive will be deemed to pay income taxes at the highest combined federal, state and local marginal tax rates for the calendar year in which the Total Change in Control Payments are to be made, less the maximum federal income tax deduction that could be obtained as a result of a deduction for state and local taxes (the “Assumed Taxes”)). (b) Subject to the “best net” exception described in Section 10(c), in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to avoid equaling or exceeding the 280G Cap, with such reduction first applied to the cash severance payments that Executive would otherwise be entitled to receive pursuant to this Agreement and thereafter applied in a manner that will not subject Executive to tax and penalties under Section 409A of the Code. Any reduction in payments and/or benefits pursuant to this Section 10(b) will occur in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of equity awards other than stock options; (iii) cancellation of accelerated vesting of stock options; and (iv) reduction of other benefits payable to you. Notwithstanding the foregoing, any reduction in payments pursuant to this Section 10(b) will be made in compliance with Section 409A of the Code. (c) If Executive’s Total Change in Control Payments minus the Excise Tax and the Assumed Taxes (payable with respect to the amount of the Total Change in Control Payments) exceeds the 280G Cap minus the Assumed Taxes (payable with respect to the amount of the 280G Cap), then the total payments to which Executive is entitled under this Agreement or otherwise will not be reduced pursuant to Section 10(b). If this “best net” exception applies, Executive will be fully responsible for paying any Excise Tax (and income or other taxes) that may be imposed under on Executive pursuant to Section 4999 of the Code or any similar tax that may hereafter be imposedotherwise. The Company will engage a law firm, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount certified public accounting firm, and/or a firm of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax reputable executive compensation consultants (the “Safe Harbor AmountConsultant”), then ) to make any necessary determinations and to perform any necessary calculations required in order to implement the Covered Payments rules set forth in this Section 10. The Consultant will provide detailed supporting calculations to both the Company and Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments all fees and benefits shall be reduced in connection with the application expenses of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments Consultant will be subject to borne by the Excise Tax, such Covered Payments will be treated as “parachute payments” within Company. If the meaning provisions of Section 280G and 4999 of the CodeCode are repealed without succession, and all “parachute payments” in excess this Section 10 will be of the “base amount” (as defined under no further force or effect. In addition, if this provision does not apply to Executive for whatever reason, this Section 280G(b)(3) will be of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control no further force or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Codeeffect.

Section 280G of the Code. Notwithstanding anything contained (a) In the event of the consummation of a change in this Agreement to ownership or control within the contrarymeaning of Section 280G of the Code (a “280G Change in Control”) of the Company, if the Executive would receive (i) all or any payment, deemed payment or other benefit as a result portion of the operation of Section 8 or 9 hereof thatpayments and benefits under this Agreement, together with any other paymentpayments and benefits provided by the Company or its Affiliates (including, deemed payment without limitation, any accelerated vesting of stock options or other benefit equity awards) that the Executive may would receive under any other plan, program, policy or arrangement in connection with such 280G Change in Control (collectively with the payments under Section 8 and 9 hereof, the “Covered Transaction Payments”), ) would (i) constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and (ii) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount. In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess (ii) but for this Section 10.14, be subject to the excise tax imposed by Section 4999 of the Code (the “base amount” Excise Tax”) (the aggregate of such payments (or portions thereof) being hereinafter referred to as defined under Section 280G(b)(3) of the Code) “Excess Parachute Payments”), then the Executive shall be treated as entitled to receive (A) an amount reduced so that no portion thereof shall be subject to the Excise Tax (the “Reduced Payment”), or (B) if the amount otherwise payable hereunder or otherwise (without regard to clause (A)) reduced by all taxes applicable thereto (including, for the avoidance of doubt, the Excise Tax) would be greater than the Reduced Payment reduced by all taxes applicable thereto, unlessthe amount otherwise payable hereunder or otherwise. (b) The determination as to whether the Transaction Payments include Excess Parachute Payments and, if so, the amount of such Excess Parachute Payments, the amount of any Excise Tax with respect thereto, and except to the extent that, amount of any reduction in Transaction Payments shall be made at the good faith judgment of a Company’s expense by the independent public accounting firm appointed by most recently serving as the Company’s outside auditors or such other accounting or benefits consulting group or firm as the Company prior to the Change in Control or tax counsel selected by such accounting firm may designate (the “Accountants”). In the event that any payments under this Agreement or otherwise are required to be reduced as described in Section 10.14(a), the Company has a reasonable basis adjustment will be made, first, by reducing the amounts payable pursuant to conclude that such Covered Payments Section 6.1(b)(iii); second, if additional reductions are necessary, by reducing the payment of COBRA premiums payable pursuant to Section 6.1 (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation b)(iv); and third, if additional reductions are still necessary, by eliminating the accelerated vesting of stock option awards and other equity awards, if any, starting with those awards for personal services actually rendered (within which the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject amount required to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of taken into account under Section 280G of the Code is the greatest. (c) In the event that there has been an underpayment or overpayment under this Agreement or otherwise as determined by the Accountants, the amount of such underpayment or overpayment shall forthwith be paid to the Executive or refunded to the Company, as the case may be, with interest at the applicable federal rate provided for in Section 7872(0(2) of the Code.