Common use of Section 280G Clause in Contracts

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant and the Company (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 4(m), would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant and the Company otherwise agree in writing, any determination required under this Section 4(m) shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant and the Company for all purposes. For purposes of making the calculations required by this Section 4(m), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m).

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant and the Company (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 4(m4(l), would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant and the Company otherwise agree in writing, any determination required under this Section 4(m4(l) shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant and the Company for all purposes. For purposes of making the calculations required by this Section 4(m4(l), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m4(l).

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant and the Company (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 4(m3(i), would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant and the Company otherwise agree in writing, any determination required under this Section 4(m3(i) shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant and the Company for all purposes. For purposes of making the calculations required by this Section 4(m3(i), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m3(i).

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant and the Company (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 4(m5(m), would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant and the Company otherwise agree in writing, any determination required under this Section 4(m5(m) shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant and the Company for all purposes. For purposes of making the calculations required by this Section 4(m5(m), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m5(m).

Section 280G. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any other provision of the payments and benefits provided for under this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or arrangement between benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the Participant and the Company (collectivelyterms of this Agreement or any other plan, the “Payments”arrangement, or agreement, or otherwise) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4(m), would will be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code; whichever Code (the “Excise Tax”), the Company shall either (i) reduce (but not below zero) such payments or benefits received or to be received by Executive so that the aggregate present value of the foregoing amountspayments and benefits received by Executive is $1.00 less than the amount which would otherwise cause Executive to incur an Excise Tax, taking into account the applicable federalor (ii) be paid in full, state and local income taxes and the excise tax imposed by Section 4999, whichever results in the Participant’s receipt on an greatest net after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant payment to Executive. (b) All calculations and the Company otherwise agree in writing, any determination required determinations under this Section 4(m) 5.6 shall be made in writing by an independent accounting firm or independent tax counsel appointed by the Company’s independent public accountants Company (the “AccountantsTax Counsel”), ) whose reasonable determination determinations shall be conclusive and binding upon the Participant and on the Company and Executive for all purposes. For purposes of making the calculations and determinations required by this Section 4(m)5.6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of the Sections Section 280G and Section 4999 of the Code. The Participant Company and the Company Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 4(m)5.6. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Section 280G. Notwithstanding anything to In the contrary contained in this Agreement, to event that the extent that any of the payments severance and other benefits provided for under in this Agreement or any other agreement or arrangement between the Participant and the Company otherwise payable to Executive (collectively, the “Payments”i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code and (ii) but for this Section 4(m)Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments Executive’s severance benefits under this Agreement shall be payable either either (i) in full or full, or (ii) as to such lesser amount which would result in no portion of such Payments 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 Participant’s receipt by Executive on an after-tax basis, of the greatest amount of economic severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Participant Company and the Company Executive otherwise agree in writing, any determination required under this Section 4(m) shall be made in writing writing, by the Company’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4(m)Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant Company and the Company Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m)Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant Employee and the Company Bio-Techne (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) and, but for this Section 4(m)7.13, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 ParticipantEmployee’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant Employee and the Company Bio-Techne otherwise agree in writing, any determination required under this Section 4(m) 7.13 shall be made in writing by the CompanyBio-Techne’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant Employee and the Company Bio-Techne for all purposes. For purposes of making the calculations required by this Section 4(m)7.13, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant Employee and the Company Bio-Techne shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m)7.13.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant and the Company (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 4(m6(l), would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant and the Company otherwise agree in writing, any determination required under this Section 4(m6(l) shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant and the Company for all purposes. For purposes of making the calculations required by this Section 4(m6(l), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m6(l).

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant and the Company (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 4(m5(m), would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant and the Company otherwise agree in writing, any determination required under this Section 4(m9(l) shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant and the Company for all purposes. For purposes of making the calculations required by this Section 4(m9(l), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m9(l).

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that (a) If any of the payments and or benefits provided for under this Agreement received or any other agreement or arrangement between to be received by the Participant and the Company Executive (collectively, all such payments collectively referred to herein as the “280G Payments”) constitute a “"parachute payment” payments" within the meaning of Section 280G of the Code and (ii) would, but for this Section 4(m)5.5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code; whichever of Code (the foregoing amounts“Excise Tax”), taking into account the applicable federal, state and local income taxes and the excise tax imposed then such 280G Payments shall be reduced in a manner determined by Section 4999, results in the Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant and the Company otherwise agree in writing(by the minimum possible amounts) that is consistent with the requirements of Section 409A until no amount payable to the Executive will be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, any determination required the amounts shall be reduced (but not below zero) on a pro rata basis. (b) All calculations and determinations under this Section 4(m) 5.6 shall be made in writing by an independent accounting firm or independent tax counsel appointed by the Company’s independent public accountants Company (the “AccountantsTax Counsel”), ) whose reasonable determination determinations shall be conclusive and binding upon on the Participant Company and the Company Executive for all purposes. For purposes of making the calculations and determinations required by this Section 4(m)5.6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of the Sections Section 280G and Section 4999 of the Code. The Participant Company and the Company Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 4(m)5.6. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that (i) If any of the payments and or benefits provided for under which Executive receives or may receive in the future (including, without limitation, any payments or benefits received in connection with a Change in Control (as defined below) or the termination of Executive’s employment, whether pursuant to this Agreement or any other agreement plan, arrangement or arrangement between the Participant and the Company agreement, or otherwise) (collectively, the “280G Payments”) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) and (ii) would, but for this Section 4(m)Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax imposed under Section 4999 of the Code; whichever Code (the “Excise Tax”), then such 280G Payments shall be reduced in a manner determined by the Employer Group (by the minimum possible amounts) that is consistent with the requirements of Section 409A of the foregoing amountsCode until no amount payable to the Executive will be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, taking into account the applicable federal, state amounts shall be reduced (but not below zero) on a pro rata basis. (ii) All calculations and local income taxes and the excise tax imposed by Section 4999, results in the Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant and the Company otherwise agree in writing, any determination required determinations under this Section 4(m) shall be made in writing by an independent accounting firm or independent tax counsel appointed by the Company’s independent public accountants Employer Group (the “AccountantsTax Counsel”), ) whose reasonable determination determinations shall be conclusive and binding upon on the Participant Employer Group and the Company Executive for all purposes. For purposes of making the calculations and determinations required by this Section 4(m)Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of the Sections Section 280G and Section 4999 of the Code. The Participant Employer Group and the Company Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably reasonable request in order to make a determination its determinations under this Section 4(m)Section. The Employer Group shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant you and the Company (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) and, but for this Section 4(m)paragraph, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 49994999 of the Code, results in the Participant’s your receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant you and the Company otherwise agree in writing, any determination required under this Section 4(m) paragraph shall be made in writing by the Company’s independent public accountants or its law firm (the “AccountantsAnalysis Preparers”), whose reasonable determination shall be conclusive and binding upon the Participant you and the Company for all purposes. For purposes of making the calculations required by this Section 4(m)paragraph, the Accountants Analysis Preparers may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant You and the Company shall furnish to the Accountants Analysis Preparers such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m)paragraph.

Section 280G. Notwithstanding anything any provision of this Plan to the contrary contained in this Agreementcontrary, to if any payments or benefits a Participant would receive from the extent that any of the payments and benefits provided for Company under this Agreement Plan or any other agreement or arrangement between otherwise in connection with the Participant and the Company Transaction (collectively, the “Total Payments”) (a) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code and (iib) but for this Section 4(m)4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall such Participant will be payable entitled to receive either (i) in the full amount of the Total Payments or (ii) as to such lesser amount which would result in no a portion of the Total Payments having a value equal to one dollar ($1) less than three (3) times such Payments being subject to excise tax under individual’s “base amount” (as such term is defined in Section 4999 280G(b)(3)(A) of the Code; ), whichever of the foregoing amounts(i) and (ii), after taking into account the applicable federal, state state, and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the Participant’s receipt by such Participant on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the CodeTotal Payments. Unless the Participant and the Company otherwise agree in writing, any Any determination required under this Section 4(m) 4 shall be made in writing by the Company’s independent public accountants accountant of the Company immediately prior to the Retention Date (the “Accountants”), whose reasonable determination shall be conclusive and binding for all purposes upon the Participant Company and the Company for all purposesapplicable Participant. For purposes of making the calculations required by this Section 4(m)4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good good-faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant and If there is a reduction pursuant to this Section 4 of the Company shall furnish Total Payments to be delivered to the Accountants applicable Participant, such information and documents as reduction shall first be applied to any cash amounts to be delivered to the Accountants may reasonably request in order to make a determination applicable Participant under this Section 4(m)Plan and thereafter to any other severance benefits or payments otherwise owing to such applicable Participant.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant Executive and the Company (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 4(m3(l), would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 ParticipantExecutive’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant Executive and the Company otherwise agree in writing, any determination required under this Section 4(m3(l) shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4(m3(l), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m3(l).

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that (a) If any of the payments and or benefits provided for under received or to be received by Baechler (including, without limitation, any payment or benefits received in connection with a Change in Control or Xxxxxxxx’x termination, whether pursuant to the terms of this Agreement or any other agreement plan, arrangement, or arrangement between the Participant and the Company agreement, or otherwise) (collectively, all such payments collectively referred to herein as the “280G Payments”) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code and (ii) would, but for this Section 4(m)5.9, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code; whichever Code (the “Excise Tax”), then such 280G Payments shall be reduced in a manner reasonably determined by the Company (by the minimum possible amounts) that is consistent with the requirements of Section 409A solely to the foregoing amountsextent that, taking into account and only until, the applicable federal, state and local income taxes and the excise tax imposed amount to be received by Section 4999, results in the Participant’s receipt Xxxxxxxx on an after-tax basis, basis is greater than the amount that would be received by Xxxxxxxx in the absence of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of any such benefits may be taxable under Section 4999 of the Code. Unless the Participant reduction. (b) All calculations and the Company otherwise agree in writing, any determination required determinations under this Section 4(m) 5.9 shall be made in writing by an independent accounting firm or independent tax counsel appointed by the Company’s independent public accountants Company (the “AccountantsTax Counsel”), ) whose reasonable determination determinations shall be conclusive and binding upon the Participant and on the Company and Xxxxxxxx for all purposes. For purposes of making the calculations and determinations required by this Section 4(m)5.9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of the Sections Section 280G and Section 4999 of the Code. The Participant Company and the Company Xxxxxxxx shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 4(m)5.9. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant Executive and the Company (collectively, the “"Payments”") constitute a “"parachute payment” " within the meaning of Section 280G of the Code and (ii) but for this Section 4(m5(b), would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 Participant’s Executive's receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant Executive and the Company otherwise agree in writing, any determination required under this Section 4(m) 6.13 shall be made in writing by the Company’s 's independent public accountants (the “"Accountants”"), whose reasonable determination shall be conclusive and binding upon the Participant Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4(m)6.13, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m)6.13.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that (a) If any of the payments and or benefits provided for under received or to be received by the Employee (including, without limitation, any payment or benefits received in connection with a Change in Control or the Employee’s termination of employment, whether pursuant to the terms of this Agreement or any other agreement plan, arrangement, or arrangement between agreement, or otherwise) (all such payments collectively referred to herein as the Participant and the Company (collectively, the “”280G Payments”) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code and (ii) would, but for this Section 4(m)5.9, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code; whichever of Code (the foregoing amounts”Excise Tax”), taking into account the applicable federal, state and local income taxes and the excise tax imposed then such 280G Payments shall be reduced in a manner determined by Section 4999, results in the Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant and the Company otherwise agree in writing(by the minimum possible amounts) that is consistent with the requirements of Section 409A until no amount payable to the Employee will be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, any determination required the amounts shall be reduced (but not below zero) on a pro rata basis. (b) All calculations and determinations under this Section 4(m) 5.9 shall be made in writing by an independent accounting firm or independent tax counsel appointed by the Company’s independent public accountants Company (the “AccountantsTax Counsel”), ) whose reasonable determination determinations shall be conclusive and binding upon on the Participant Company and the Company Employee for all purposes. For purposes of making the calculations and determinations required by this Section 4(m)5.9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of the Sections Section 280G and Section 4999 of the Code. The Participant Company and the Company Employee shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 4(m)5.9. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that (a) If any of the payments and or benefits provided for under received or to be received by the Employee (including, without limitation, any payment or benefits received in connection with a Change in Control or the Employee’s termination of employment, whether pursuant to the terms of this Agreement or any other agreement plan, arrangement, or arrangement between agreement, or otherwise) (all such payments collectively referred to herein as the Participant and the Company (collectively, the “”280G Payments”) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code and (ii) would, but for this Section 4(m)5.9, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code; whichever Code (the ”Excise Tax”), then such 280G Payments shall be reduced in a manner determined by the Company (by the minimum possible amounts) that is consistent with the requirements of Section 409A solely to the foregoing amountsextent that, taking into account and only until, the applicable federal, state and local income taxes and amount to be received by the excise tax imposed Executive after giving effect to such Excise Tax is greater than the amount that would be received by Section 4999, results the Executive as a result of additional reductions in the Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant payment (e.g. a valley provision) (b) All calculations and the Company otherwise agree in writing, any determination required determinations under this Section 4(m) 5.9 shall be made in writing by an independent accounting firm or independent tax counsel appointed by the Company’s independent public accountants Company (the “AccountantsTax Counsel”), ) whose reasonable determination determinations shall be conclusive and binding upon on the Participant Company and the Company Employee for all purposes. For purposes of making the calculations and determinations required by this Section 4(m)5.9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of the Sections Section 280G and Section 4999 of the Code. The Participant Company and the Company Employee shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 4(m)5.9. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that (a) If any of the payments and or benefits provided for under this Agreement received or any other agreement or arrangement between the Participant and the Company to be received by Executive (collectively, all such payments collectively referred to herein as the “280G Payments”) constitute a “"parachute payment” payments" within the meaning of Section 280G of the Code and (ii) would, but for this Section 4(m)5.6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code; whichever of Code (the foregoing amounts“Excise Tax”), taking into account the applicable federal, state and local income taxes and the excise tax imposed then such 280G Payments shall be reduced in a manner determined by Section 4999, results in the Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant and the Company otherwise agree in writing(by the minimum possible amounts) that is consistent with the requirements of Section 409A until no amount payable to Executive will be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, any determination required the amounts shall be reduced (but not below zero) on a pro rata basis. (b) All calculations and determinations under this Section 4(m) 5.6 shall be made in writing by an independent accounting firm or independent tax counsel appointed by the Company’s independent public accountants Company (the “AccountantsTax Counsel”), ) whose reasonable determination determinations shall be conclusive and binding upon the Participant and on the Company and Executive for all purposes. For purposes of making the calculations and determinations required by this Section 4(m)5.6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of the Sections Section 280G and Section 4999 of the Code. The Participant Company and the Company Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 4(m)5.6. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant Employee and the Company (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) and, but for this Section 4(m)7.13, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 ParticipantEmployee’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant Employee and the Company otherwise agree in writing, any determination required under this Section 4(m) 7.13 shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4(m)7.13, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant Employee and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m)7.13.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant Employee and the Company Techne (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) and, but for this Section 4(m)7.13, would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments 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 ParticipantEmployee’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Participant Employee and the Company Techne otherwise agree in writing, any determination required under this Section 4(m) 7.13 shall be made in writing by the CompanyTechne’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant Employee and the Company Techne for all purposes. For purposes of making the calculations required by this Section 4(m)7.13, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Participant Employee and the Company Techne shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m)7.13.