Common use of Section 280G Clause in Contracts

Section 280G. (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 18(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (a) In Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the event Code (such excise tax being the “Excise Tax”); provided, however, that the total amount of payments any payment or benefit received or to be received by Executive, whether payable under the Associate, pursuant to terms of this Agreement or otherwiseany other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that are contingent upon would constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code) would, but for this Section 18(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount extent necessary so that will cause the total amounts of the payments not to no portion thereof shall be subject to the Excise Tax, but only if the amount if, by reason of such paymentsreduction, after the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxwas made. (b) The accounting firm engaged by “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company for general audit purposes that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided thatamount of all federal, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses state and local income and employment taxes payable by Executive with respect to the determinations by foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such Accounting Firm required year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to be made hereunder. The Accounting Firm engaged to make the payments and benefits described in (b)(i) above. (c) All determinations under this Section 18 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall provide its calculations, together with be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting documentationcalculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the Associate extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company within fifteen (15) calendar days after shall pay such reduced amount to Executive. Executive shall at any time have the date on which the Associate’s unilateral right to forfeit any equity award in whole or in part. (e) As a payment contingent result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a Change in Control is triggered (if requested at that time deficiency by Associate the Internal Revenue Service against Executive or the Company) , which assertion the 280G Firm believes has a high probability of success or such other time as requested by is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Associate or Overpayment to the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (without interest; provided, however, that such election shall no loan will be subject deemed to have been made and no amount will be payable by Executive to the Company’s approval if made on or after the date on which the event that triggers the payment occurs Company unless, and then only to the extent that such election does not violate Code that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 409A): reduction of cash payments (in reverse order 4999 of the date on which such cash payments would Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise be made cooperate with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In 280G Firm in connection with the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order preparation and issuance of the grant date determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In If any payment or distribution by Company to or for the event that the total amount benefit of payments to be received by the AssociateExecutive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise pursuant to or by reason of any other agreement, that are contingent upon policy, plan, program or arrangement or the lapse or termination of any restriction on or the vesting or exercisability of any payment or benefit (each a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 18(a“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the “Excise Tax”), then the aggregate amount of payments Payments payable to be received by the Associate pursuant to this Agreement or otherwise Executive shall be reduced to the maximum aggregate amount of Payments that will cause may be made to Executive without incurring an excise tax (the total amounts “Safe-Harbor Amount”) in accordance with the immediately following sentence; provided that such reduction shall only be imposed if the aggregate after-tax value of the payments not Payments retained by Executive (after giving effect to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, reduction) is equal to or greater than the amount aggregate after-tax value (after giving effect to the Excise Tax) of the Payments to Executive without any such payments the Associate would otherwise be entitled to retain without reduction. Any such reduction after shall be made in the payment following order: (i) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. The determinations to be made with respect to this Paragraph shall be made by Company’s independent accountants, which shall be paid by Company for the services to be provided hereunder. For purposes of all applicable taxesmaking the calculations required by this Paragraph, the accountants may make reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 and make reasonable assumptions regarding Executive’s marginal tax rate in effect for such parachute payments, including the Excise Tax. (b) The accounting firm engaged by effect of the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform deductibility of state and local taxes on such calculations, the marginal tax rate. Executive and Company shall engage furnish to accountants such other accounting firm information and documents as the Audit Firm shall recommend accountants may reasonably request in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged order to make the determinations a determination under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationParagraph.

Section 280G. (a) In the event that the total amount any payments, distributions, benefits or entitlements of payments any type payable to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control Employee (“CIC Benefits”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would, but for this Section 18(a), paragraph would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise Employee’s CIC Benefits shall be reduced to such lesser amount (the maximum amount “Reduced Amount”) that will cause the total amounts would result in no portion of the payments not to be such benefits being subject to the Excise Tax, but only ; provided that such amounts shall not be so reduced if the amount Company determines, based on the advice of such paymentsa nationally recognized accounting firm selected by the Company prior to a Change of Control (the “Accountants”), after that without such reduction Employee would be entitled to receive and retain, on a net after payment tax basis (including, without limitation, any excise taxes payable under Section 4999 of all applicable taxes on the reduced amountCode), an amount that is equal to or greater than the amount of such payments the Associate amount, on a net after tax basis, that Employee would otherwise be entitled to retain without such reduction after upon receipt of the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by Reduced Amount. Unless the Company for general audit purposes (the “Audit Firm”) shall perform and Employee otherwise agree in writing, any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm determination required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 6(g) shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change be made in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested writing in good faith by the Associate Accountants. In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the Company. If portion of the Accounting Firm determines CIC Benefits that no Excise Tax is are payable in cash under Section 6(d)(ii) and 6(d)(iii) and then by reducing or eliminating any amounts that are payable with respect to such paymentslong-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes of making the calculations required by this Section 6(g), it 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 Company and Employee shall furnish to the Associate Accountants such information and documents as the Accountants may reasonably require in order to make a determination under this Section 6(g), and the Company shall bear the cost of all fees the Accountants charge in connection with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required any calculations contemplated by this Section 18(a6(g), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (a) In the event that the total amount of payments to be received by the Associate, pursuant to severance and other benefits provided for in this Agreement or otherwise, that are contingent upon a change in ownership or control otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the CodeCode and (ii) would, but for this Section 18(a)11, would be subject to the excise tax imposed by Section 4999 of the Code (Code, then, the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to Executive’s severance and other benefits under this Agreement or otherwise shall be reduced payable either (i) in full, or (ii) as to the maximum such lesser amount that will cause the total amounts which would result in no portion of the payments not to be such severance and other benefits being subject to the Excise Taxexcise tax under Section 4999 of the Code, but only if whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive on an after-tax basis of the greatest amount of such paymentsseverance benefits under this Agreement, after such reduction and after payment of notwithstanding that all applicable taxes on the reduced amount, is equal to or greater than the amount some portion of such payments severance benefits may be taxable under Section 4999 of the Associate would otherwise be entitled to retain without such Code. Any reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order order: (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): i) reduction of cash payments payments, (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); ii) cancellation of accelerated vesting of stock equity awards; , and (iii) reduction of employee benefitsother benefits payable to the Executive. In Unless the event that accelerated vesting of stock awards is to be reducedCorporation and the Executive otherwise agree in writing, such accelerated vesting any determination required under this Section 11 shall be cancelled made in writing by the reverse order Corporation’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Corporation for all purposes. For purposes of making the calculations required by this Section 11, 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 grant date of Code. The Corporation and the Associate’s stock awards unless Executive shall furnish to the Associate elects Accountants such information and documents as the Accountants may reasonably request in writing order to make a different order for cancellationdetermination under this Section 11. The Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11.

Section 280G. (a) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that the total amount of payments to be received any payment or distribution by the Associate, Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that are contingent upon ) (a change in ownership or control (within the meaning of Section 280G of the Code“Payment”) would, but for this Section 18(a), would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), then then, prior to the amount making of payments any Payment to be received by the Associate pursuant to this Agreement or otherwise Executive, a calculation shall be reduced made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment were limited to the maximum amount that will cause the total amounts of the payments not extent necessary to be avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, but only if then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax. In such event, cash payments shall be modified or reduced first (against the amounts payable latest in time) and then any other benefits pro rata. The determination of whether an Excise Tax would be imposed, the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. , and the calculation of the amounts referred to in clauses (bi) The and (ii) above shall be made by an independent accounting firm engaged selected by the Company for general audit purposes and reasonably acceptable to Executive, at the Company’s expense (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such paymentsprovide detailed supporting calculations. Any good faith determinations of determination by the Accounting Firm made hereunder shall be finalbinding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, bindingit is possible that Payments Executive would have been entitled to, but did not, receive could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that any such election Underpayment shall be subject promptly paid by the Company to or for the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction benefit of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationExecutive.

Section 280G. If any payment or benefit you would receive or retain under this Severance Agreement, when combined with any other payment or benefit you receive or retain in connection with a “change in control event” within the meaning of Section 280G of the Code and the regulations and guidance thereunder (“Section 280G”), would (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code, and (b) would, but for this Section 18(a)7, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either payable in full or in such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of payments to be received by the Associate pursuant to this Agreement Payment notwithstanding that all or otherwise shall be reduced to the maximum amount that will cause the total amounts some portion of the payments not to Payment may be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal . All determinations required to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxesmade under this Section 7, including whether and to what extent the Excise Tax. (b) The Payment shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm engaged or consulting firm experience in matters regarding Section 280G of the Code as may be designated by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm280G Advisor”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 280G Advisor shall provide its calculations, together with detailed supporting documentation, calculations both to the Associate you and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as is requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate All fees and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations expenses of the Accounting Firm made hereunder shall be final, binding, and conclusive borne solely by the Company. Any final determination by the 280G Advisor shall be binding upon Associate you and the Company. If a reduction in payments or benefits constituting “parachute payments” is For purposes of making the calculations required by this Section 18(a)7, the reduction shall occur in 280G Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs application of Sections 280G and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order 4999 of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In the event that the total amount of payments to be received by the AssociateExecutive, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 18(a21(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate Executive pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate Executive would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)21. The Company shall bear all expenses with respect to the determinations by such Accounting Firm accounting firm required to be made hereunder. The Accounting Firm accounting firm engaged to make the determinations under this Section 18 21 shall provide its calculations, together with detailed supporting documentation, to the Associate Executive and the Company within fifteen (15) 15 calendar days after the date on which the AssociateExecutive’s right to a payment contingent on a Change change in Control control is triggered (if requested at that time by Associate Executive or the Company) or such other time as requested by the Associate Executive or the Company. If the Accounting Firm accounting firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate Executive and the Company with an opinion reasonably acceptable to Associate Executive that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm accounting firm made hereunder shall be final, binding, and conclusive upon Associate Executive and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a21(a), the reduction shall occur in the following order unless the Associate Executive elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the AssociateExecutive’s stock awards unless the Associate Executive elects in writing a different order for cancellation.

Section 280G. (a) In 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the event that the total amount of payments to be received by the AssociateAgreement, pursuant to this Agreement or otherwiseincluding, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) wouldwithout limitation, but for this Section 18(a), be subject to the any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, then the amount of payments however, that any payment or benefit received or to be received by the Associate pursuant to this Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or otherwise any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the maximum amount extent necessary so that will cause the total amounts of the payments not to no portion thereof shall be subject to the Excise Tax, Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such payments, after such reduction and after year as set forth in the Code as in effect at the time of the first payment of all applicable taxes on the reduced amountforegoing), is equal to or greater than less (iii) the amount of such Excise Tax imposed with respect to the payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxand benefits described in (i) above. (b) The All determinations under this Section 14 will be made by an accounting firm engaged or law firm that is selected for this purpose by the Company for general audit purposes prior to the Change in Control (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting 280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall bear all expenses with respect also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the determinations extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such Accounting Firm required reduced amount to be made hereunderthe Employee. The Accounting 280G Firm engaged shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to make the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 18 shall provide its calculations14, together with detailed supporting documentation, it is possible that amounts will have been paid or distributed to the Associate and Employee that should not have been paid or distributed (collectively, the Company within fifteen “Overpayments”), or that additional amounts should be paid or distributed to the Employee (15) calendar days after collectively, the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company“Underpayments”). If the Accounting 280G Firm determines that no Excise Tax is payable with respect to such paymentsdetermines, it shall furnish based on either the Associate and assertion of a deficiency by the Internal Revenue Service against the Company with or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an opinion reasonably acceptable Overpayment has been made, the Employee must repay to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (without interest; provided, however, that such election shall no loan will be subject deemed to have been made and no amount will be payable by the Employee to the Company’s approval if made on or after Company unless, and then only to the date extent that, the deemed loan and payment would either reduce the amount on which the event Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that triggers an Underpayment has occurred, the payment occurs 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the extent that such election does not violate Code Section 409A): reduction Employee. (e) The parties will provide the 280G Firm access to and copies of cash payments (any books, records, and documents in reverse order their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationdeterminations and calculations contemplated by this Section 14.

Section 280G. (a) In Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the event Code (such excise tax being the “Excise Tax”); provided, however, that the total amount of payments any payment or benefit received or to be received by Executive, whether payable under the Associate, pursuant to terms of this Agreement or otherwiseany other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that are contingent upon would constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code) would, but for this Section 18(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount extent necessary so that will cause the total amounts of the payments not to no portion thereof shall be subject to the Excise Tax, but only if the amount if, by reason of such paymentsreduction, after the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxwas made. (b) The accounting firm engaged by “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company for general audit purposes that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided thatamount of all federal, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses state and local income and employment taxes payable by Executive with respect to the determinations by foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such Accounting Firm required year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to be made hereunder. The Accounting Firm engaged to make the payments and benefits described in (b)(i) above. (c) All determinations under this Section 18 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall provide its calculations, together with be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change of Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting documentationcalculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the Associate extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company within fifteen (15) calendar days after shall pay such reduced amount to Executive. Executive shall at any time have the date on which the Associate’s unilateral right to forfeit any equity award in whole or in part. (e) As a payment contingent result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a Change in Control is triggered (if requested at that time deficiency by Associate the Internal Revenue Service against Executive or the Company) , which assertion the 280G Firm believes has a high probability of success or such other time as requested by is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Associate or Overpayment to the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (without interest; provided, however, that such election shall no loan will be subject deemed to have been made and no amount will be payable by Executive to the Company’s approval if made on or after the date on which the event that triggers the payment occurs Company unless, and then only to the extent that such election does not violate Code that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 409A): reduction of cash payments (in reverse order 4999 of the date on which such cash payments would Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise be made cooperate with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In 280G Firm in connection with the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order preparation and issuance of the grant date determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In Except as otherwise provided in subsection (b) below, in the event that it shall be determined that any right to receive any payment or other benefit under this Letter or under any other agreements, arrangements or benefit plans of the total Company or any of its subsidiaries or Affiliates to or for your benefit (the “Payments”), would not be deductible by the Company or any of its subsidiaries or Affiliates or the person making such payment or distribution or providing such right or benefit as a result of Section 280G of the Code, then, to the extent necessary to make the Payments deductible to the maximum extent possible (but, except as otherwise provided herein, only to such extent and after taking into account any reduction in the Payments relating to Section 280G of the Code under any other plan, arrangement or agreement), such right, payment or benefit shall not become vested or paid. For purposes of determining whether any of the Payments would not be deductible as a result of Section 280G of the Code and the amount of payments to such disallowed deduction, all Payments will be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (treated as “parachute payments” within the meaning of Section 280G of the Code) would, but for this Section 18(a), be subject to the excise tax imposed by Section 4999 and all “parachute payments” in excess of the Code “base amount” (as defined under Section 280G(b)(3) of the “Excise Tax”)Code) shall be treated as nondeductible, then the amount assuming that no portion of payments any payment to be received by you in connection with the Associate pursuant to this Agreement or otherwise shall Merger would be reduced to viewed as “reasonable compensation for personal services” within the maximum amount that will cause the total amounts meaning of Section 280G of the payments not Code and the regulations thereunder. All determinations required to be subject made under this subsection (a), including whether and which of the Payments are required to the Excise Taxbe reduced, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amountassumptions to be utilized in arriving at such determination, is equal to or greater shall be made by a nationally recognized accounting firm selected by the Company (the “Accountants”), provided that such determinations shall be based upon a “more likely than not” standard, and provided further that, for further certainty, the amount by which the Payments shall be reduced, if at all, shall be $1,000 more than the amount determined by the Accountants. Notwithstanding anything in the foregoing and notwithstanding any other provision of such any other agreement or arrangement between you and the Company or any of its subsidiaries or Affiliates, any reductions made pursuant to this Section 12(a) or pursuant to any similar provision in any other agreement between you and the Company or any of its subsidiaries or Affiliates shall be made in the following order: (i) first, all rights to continued benefits or payments in respect of premium costs under the Associate Company’s group health and welfare plans and all other similar rights to reimbursements or in-kind benefits shall be reduced, beginning with benefits that would otherwise be entitled received or paid last in time; (ii) second, all rights to retain without such reduction after cash severance payments and other similar payments that would be made upon a termination of your employment shall be reduced, beginning with payments that would be made last in time; (iii) third, all rights to payments, vesting or benefits in connection with any restricted stock units with respect to the payment common stock of the Company held by you shall be reduced; (iv) fourth, all applicable taxesrights to payments, including vesting or benefits in connection with any options to purchase common stock of the Excise TaxCompany shall be reduced; (v) fifth, all rights to payments, vesting or benefits in connection with any stock appreciation rights with respect to the common stock of the Company held by you shall be reduced; and (vi) sixth, all rights to any other payments or benefits shall be reduced, beginning with payments or benefits that would be received last in time. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform Notwithstanding any calculations necessary in connection with other provision of this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculationsLetter, the Company provisions of subsection (a) above shall engage such other accounting firm as not apply to reduce the Audit Firm shall recommend in writing to Payments if the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments Payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order nondeductible under Section 280G of the grant date Code are disclosed to and approved by the Company’s stockholders in accordance with Section 280G(b)(5)(B) of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode and applicable treasury regulations.

Section 280G. a. Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (a) In such excise tax being the event “Excise Tax”); provided, however, that the total amount of payments any payment or benefit received or to be received by Executive, whether payable under the Associate, pursuant to terms of this Agreement or otherwiseany other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that are contingent upon would constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code) would, but for this Section 18(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount extent necessary so that will cause the total amounts of the payments not to no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. b. The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of such paymentsall federal, after such reduction state and after payment of all applicable local income and employment taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged payable by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses Executive with respect to the determinations by foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such Accounting Firm required year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to be made hereunder. The Accounting Firm engaged to make the payments and benefits described in (b)(i) above. c. All determinations under this Section 18 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall provide its calculations, together with be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change of Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting documentationcalculations to both Executive and the Company as soon as reasonably practicable. d. If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the Associate extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company within fifteen (15) calendar days after shall pay such reduced amount to Executive. Executive shall at any time have the date on which the Associate’s unilateral right to forfeit any equity award in whole or in part. e. As a payment contingent result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a Change in Control is triggered (if requested at that time deficiency by Associate the Internal Revenue Service against Executive or the Company) , which assertion the 280G Firm believes has a high probability of success or such other time as requested by is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Associate or Overpayment to the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (without interest; provided, however, that such election shall no loan will be subject deemed to have been made and no amount will be payable by Executive to the Company’s approval if made on or after the date on which the event that triggers the payment occurs Company unless, and then only to the extent that such election does not violate Code that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 409A): reduction of cash payments (in reverse order 4999 of the date on which such cash payments would Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. f. Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise be made cooperate with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In 280G Firm in connection with the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order preparation and issuance of the grant date determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In Notwithstanding anything to the event contrary herein, if it shall be determined that any payment or benefit hereunder or under any other plan or agreement or otherwise (collectively “Payments”) would constitute an “excess parachute payment” to the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (Executive within the meaning of Section 280G of the Code) would, but for this and thus would not be deductible under Section 18(a), 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code or any similar tax (the “Excise 280G Tax”), then and if and only if the amount of payments to Executive would be received in a better after-tax position by reducing the Associate pursuant to this Agreement or otherwise Payments, the amounts payable hereunder shall be reduced to the maximum amount that will cause the total amounts extent necessary to eliminate any Payments or portion of the payments Payments from being non-deductible under Section 280G(b)(1) of the Code and thereby not to be subject to the Excise Taxexcise tax imposed by Section 4999 of the Code. In such case, but only if the amount Payments shall be reduced so that the total aggregate value of the Payments do not exceed 2.99 times the total value of the Executive’s average annualized compensation for the preceding five years. If the Company determines that the Payments constitute “non-qualified deferred compensation” under Section 409A, any reduction in the Payments required to be made pursuant to this Section 8(a) shall be made first with respect to Payments payable in cash before being made in respect to any Payments to be provided in the form of benefits or equity award acceleration, and in the form of benefits before being made with respect to equity award acceleration, and in any case, shall be made with respect to such Payments in inverse order of the scheduled dates or times for the payment or provision of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise TaxPayments. (b) The accounting firm engaged Any determinations to be made under this Section 8 shall be made by the Company for general audit purposes Company’s independent public accountants (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 , which firm shall provide its calculations, together with detailed determinations and any supporting documentation, calculations both to the Associate Company and to the Executive, and shall be binding upon the Company and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the CompanyExecutive. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate All fees and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations expenses of the Accounting Firm made hereunder in performing the determinations referred to in this Section shall be final, binding, and conclusive upon Associate and borne solely by the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (a) In the event that the total amount of If any payment or benefit (including payments to be received by the Associate, and benefits pursuant to this Agreement Agreement) that Executive would receive in connection with a Change in Control or otherwise, that are contingent upon other transaction (the “Transaction”) from the Company or otherwise (“Transaction Payment”) would (i) constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) would, but for this Section 18(a)sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments Company shall cause to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total determined, before any amounts of the payments not 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 subject to the Excise Tax, but only if : (1) payment in full of the entire amount of such paymentsthe Transaction Payment (a “Full Payment”), after such reduction and after or (2) 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”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account the value of the noncompetition provision set forth in the NDA, all applicable federal, state and local income and employment taxes on and the reduced amountExcise Tax (all computed at the highest applicable marginal rate, is equal to or greater than net of the amount 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) Executive shall have no rights to any additional payments and/or benefits constituting the Associate would otherwise Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment shall be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxreduced pro rata. (b) The accounting firm engaged by Notwithstanding the foregoing, in the event that no stock of the Company for general audit purposes is readily tradeable on an established securities market or otherwise (within the “Audit Firm”meaning of Section 280G of the Code) shall perform any calculations necessary at the time of the Change in connection with this Section 18; provided that, if for any reason Control of the Audit Firm is unable to, or declines to, perform such calculationsCompany, the Company shall engage cause a vote of shareholders to be held to approve the portion of the Transaction Payments that exceeds three times Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1, and Executive shall cooperate with such other accounting firm as vote of shareholders, including the Audit Firm execution of any required documentation subjecting Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be held to approve all Excess Parachute Payments, the provisions set forth in Section 5.6(a) shall recommend apply. (c) Unless Executive and the Company otherwise agree in writing, any determination required under this section shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this section, 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 Code. The Accountants shall provide detailed supporting calculations to the Company and Executive as requested by the Company or Executive. Executive and the Company shall furnish to perform the Accountants such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to information and documents as the “Accounting Firm”)Accountants may reasonably request in order to make a determination under this section. The Company shall bear all expenses costs the Accountants may reasonably incur in connection with respect to any calculations contemplated by this section as well as any costs incurred by Executive with the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations Accountants for tax planning under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate Sections 280G and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations 4999 of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In To the event extent that any payment or distribution to or for the total amount benefit of payments to be received by the Associate, Executive pursuant to the terms of this Agreement or otherwiseany other plan, that are contingent upon arrangement or agreement with the Company, any of its affiliated companies, any person whose actions result in a change in of ownership or effective control (within the meaning of covered by Section 280G 280G(b)(2) of the CodeCode or any person affiliated with the Company or such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) would, but for this Section 18(a), would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code Code, then the Company shall reduce the payments to the amount that is (after taking into account federal, state, local and social security taxes at the maximum marginal rates, including any excise taxes imposed by Section 4999 of the Code) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Excise TaxSafe Harbor Cap”)) if, then and only if, such reduction would result in Executive receiving a higher net after-tax amount. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate the Safe Harbor Cap, the Payments to be reduced hereunder will be determined in a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when the Payment would have been made to Executive until the reduction specified herein is achieved. Executive’s right to specify the order of reduction of the Payments shall apply only to the extent that it does not directly or indirectly alter the time or method of payment of any amount that is deferred compensation subject to (and not exempt from) Section 409A. (b) All determinations required to be made under this Section 4, including whether and when the Safe Harbor Cap is required and the amount of payments the reduction of the Payments pursuant to the Safe Harbor Cap and the assumptions to be received utilized in arriving at such determination, shall be made by a public accounting firm or other nationally recognized consulting firm with expertise in Section 280G of the Code that is retained by the Associate pursuant Company as of the date immediately prior to this Agreement the Change in Control (the “Calculating Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from the Company or otherwise Executive that there has been a Payment, or such earlier time as is requested by the Company (collectively, the “Determination”). In the event that the Calculating Firm is serving as accountant, auditor or consultant for the individual, entity or group effecting the Change in Control, Executive may appoint another nationally recognized public accounting or consulting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Calculating Firm hereunder). All fees and expenses of the Calculating Firm shall be reduced to borne solely by the maximum amount that will cause Company and the total amounts Company shall enter into any agreement requested by the Calculating Firm in connection with the performance of the payments not to services hereunder. The Determination by the Calculating Firm shall be subject binding upon the Company and Executive. The Company shall bear and pay directly all costs and expenses incurred in connection with any contests or disputes with the Internal Revenue Service relating to the Excise Tax, but only if and Executive shall cooperate, to the amount extent his or her reasonable out-of such paymentspocket expenses are reimbursed by the Company, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged with any reasonable requests by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, such contests or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationdisputes.

Section 280G. (a) In the event that the total amount of any payments or benefits provided or to be received provided by the Associate, EMPLOYER or any affiliate of EMPLOYER to EXECUTIVE or for EXECUTIVE’s benefit pursuant to the terms of this Agreement or otherwise, that are contingent upon a change in ownership or control otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the CodeInternal Revenue Code (or any successor provision thereto) (“280G”) and would, but for this Section 18(a)7, be subject to the excise tax imposed by Section 4999 of the Internal Revenue 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 taxes (collectively, the “Excise Tax”), then prior to making the amount Covered Payments the parties will, to the extent practicable and reasonable, take such action and execute such documents as may be necessary to ensure that none of payments the Covered Payments will constitute “parachute payments” within the meaning of 280G, and in the event (but only in the event) it is not practicable and reasonable to be received by take such action and execute such documents or it is not reasonably possible to ensure that none of the Associate pursuant to this Agreement or otherwise Covered Payments will constitute “parachute payments” within the meaning of 280G, then a calculation shall be made comparing (i) the Net Benefit (as defined below) to EXECUTIVE of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to EXECUTIVE if the Covered Payments are reduced to the maximum amount that will cause the total amounts of the payments not extent necessary to be avoid being subject to the Excise Tax, but only . Only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, calculated under clause (i) above is equal to or greater less than the amount calculated under clause (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of such payments the Associate would otherwise be entitled Covered Payments is subject to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) . The accounting firm engaged by term “Net Benefit” shall mean the Company for general audit purposes (present value of the “Audit Firm”) shall perform any calculations necessary in connection with Covered Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company 7 shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to in a payment contingent on a Change in Control manner determined by EMPLOYER that is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made consistent with the cash payments that would otherwise be made last being reduced first); cancellation requirements of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.409A.

Section 280G. (a) In Notwithstanding anything contained in this Agreement to the event contrary, (i) to the extent that any payment or distribution of any type to or for the total amount of payments to be received Executive by the AssociateCompany, pursuant to this Agreement or otherwiseany Affiliate of the Company, that are contingent upon a change in any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 280G”)and the regulations thereunder), or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) constitute “parachute payments” (within the meaning of Section 280G), and if (ii) such aggregate would, but for this Section 18(a)if reduced by all federal, be subject to state and local taxes applicable thereto, including the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G) to only three times the Executive’s “base amount” (within the meaning of payments to be received by the Associate pursuant to this Agreement or otherwise Section 280G), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the maximum amount extent necessary so that will cause no Payments to be made or benefit to be provided to the total amounts of the payments not to Executive shall be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal . All determinations required to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The made under this Section 6.2 shall be made by a nationally recognized accounting firm engaged that is (i) not serving as accountant or auditor for the individual, entity or group effecting the Change in Control and (ii) selected by the Company for general audit purposes with the consent of the Executive which consent shall not be unreasonably withheld, conditioned or delayed (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company , which shall bear all expenses with respect to provide detailed supporting calculations (which detailed supporting calculations shall include specific information about each Payment (including the determinations by amount of each Payment) and such Accounting Firm required to be made hereunder. The Accounting Firm engaged other information as the Executive shall reasonably request or need to make the determinations determination required of the Executive under this Section 18 shall provide its calculations, together with detailed supporting documentation, 6.2 both to the Associate Company and the Company Executive within fifteen thirty (1530) calendar business days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered Termination Date (if requested at that time by Associate or the Company) or such other earlier time as is requested by the Associate or Company). Any such determination by the CompanyAccounting Firm shall be binding upon the Company and the Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to such paymentsPayments are so reduced, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Accounting Firm made hereunder shall be finalPayments which are not payable in cash (other than that portion of the Payments subject to clause (C) hereof), binding(B) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, and conclusive upon Associate and the Company. If a reduction in each case in reverse order beginning with payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is are to be reduced, such accelerated vesting shall be cancelled paid the farthest in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationtime.

Section 280G. Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (a) In such excise tax being the event "Excise Tax"); provided, however, that the total amount of payments any payment or benefit received or to be received by Executive, whether payable under the Associate, pursuant to terms of this Agreement or otherwiseany other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the "Payments") that are contingent upon would constitute a change in ownership or control ("parachute payment" within the meaning of Section 280G of the Code) would, but for this Section 18(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount extent necessary so that will cause no portion thereof shall be subject to the total amounts Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit that would be received by Executive if no such reduction was made. The "net after-tax benefit" shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute "parachute payments" within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments not and benefits described in (b)(i) above. All determinations under this Section 6 will be made by an accounting firm or law firm (the "280G Firm") that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 6 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. If the 280G Firm determines that one or more reductions are required under this Section 6, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage pay such other accounting firm as reduced amount to Executive. Executive shall at any time have the Audit unilateral right to forfeit any equity award in whole or in part. As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the makes its determinations under this Section 18 shall provide its calculations6, together with detailed supporting documentationit is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the "Overpayments"), or that additional amounts should be paid or distributed to Executive (collectively, the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company"Underpayments"). If the Accounting 280G Firm determines that no Excise Tax is payable with respect to such paymentsdetermines, it shall furnish based on either the Associate and assertion of a deficiency by the Internal Revenue Service against the Company with or Executive, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an opinion reasonably acceptable Overpayment has been made, Executive must repay the Overpayment to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (without interest; provided, however, that such election shall no loan will be subject deemed to have been made and no amount will be payable by Executive to the Company’s approval if made on or after the date on which the event that triggers the payment occurs Company unless, and then only to the extent that such election does not violate Code that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 409A): reduction of cash payments (in reverse order 4999 of the date on which such cash payments would Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. The Company and Executive will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise be made cooperate with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In 280G Firm in connection with the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order preparation and issuance of the grant date determinations and calculations contemplated by this Section 6. For purposes of making the calculations required by this Section 6, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In Notwithstanding anything contained in this Employment Agreement to the event contrary, (i) to the extent that any payment or distribution of any type to or for the total amount of payments to be received Executive by the AssociateCompany, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code and the regulations thereunder), or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Employment Agreement or otherwise, that are contingent upon a change in ownership or control otherwise (the “Payments”) constitute “parachute payments” (within the meaning of Section 280G of the Code), and if (ii) such aggregate would, but for this Section 18(a)if reduced by all federal, be subject to state and local taxes applicable thereto, including the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G of payments the Code) to be received by only three times the Associate pursuant to this Agreement or otherwise Executive’s “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the maximum amount extent necessary so that will cause no Payments to be made or benefit to be provided to the total amounts of the payments not to Executive shall be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal . All determinations required to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The made under this Section 7.2 shall be made by a nationally recognized accounting firm engaged that is (i) not serving as accountant or auditor for the individual, entity or group effecting the Change in Control and (ii) agreed upon by the Company for general audit purposes and the Executive (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The , which shall provide detailed supporting calculations (which detailed supporting calculations shall include specific information about each Payment (including the amount of each Payment) and such other information as the Executive shall reasonably request or need to make the determination required of the Executive under this Section 7.2 both to the Company shall bear all expenses and the Executive within thirty (30) business days after the Termination Date (or such earlier time as is requested by the Company) and an opinion to the Executive that he has substantial authority not to report any Excise Tax imposed under section 4999 of the Code on his federal income tax return with respect to the determinations Payments (as eliminated or reduced, if applicable, under such initial determination). Any such determination by such the Accounting Firm required shall be binding upon the Company and the Executive. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Payments which are not payable in cash (other than that portion of the Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be made hereunder. The Accounting Firm engaged to make paid the farthest in time. (b) It is possible that after the determinations and selections made pursuant to this Section 7.2 the Executive will receive Payments that are, in the aggregate, either more or less than the amount provided under this Section 18 7.2 (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 provide its calculationspromptly pay an amount equal to the Excess Payment to the Company, together with detailed supporting documentation, to interest on such amount at the Associate applicable federal rate (as defined in and under Section 1274(d) of the Company within fifteen (15Code) calendar days after from the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that Executive’s receipt of such election shall be subject to the Company’s approval if made on or after Excess Payment until the date on which the event that triggers the payment occurs and to the extent that of such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefitspayment. In the event that accelerated vesting it is determined (i) by a court or (ii) by the Accounting Firm upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of stock awards is to be reduced, such accelerated vesting shall be cancelled in this Section 7.2 not been applied until the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationsuch payment.

Section 280G. (a) In Notwithstanding anything to the event contrary herein, if it shall be determined that any payment or benefit hereunder or under any other plan or agreement or otherwise (collectively "Payments") would constitute an "excess parachute payment" to the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (Executive within the meaning of Section 280G of the Code) would, but for this and thus would not be deductible under Section 18(a), 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code or any similar tax (the “Excise "280G Tax”"), then and if and only if the amount of payments to Executive would be received in a better after-tax position by reducing the Associate pursuant to this Agreement or otherwise Payments, the amounts payable hereunder shall be reduced to the maximum amount that will cause the total amounts extent necessary to eliminate any Payments or portion of the payments Payments from being non-deductible under Section 280G(b)(1) of the Code and thereby not to be subject to the Excise Taxexcise tax imposed by Section 4999 of the Code. In such case, but only if the amount Payments shall be reduced so that the total aggregate value of such payments, after such reduction and after payment the Payments do not exceed 2.99 times the total value of all applicable taxes on the reduced amount, is equal to or greater than Executive's average annualized compensation for the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxpreceding five years. (b) The accounting firm engaged Company agrees that it will use commercially reasonable efforts to obtain the approval, in the manner and by such number of stockholders of the Company, as is required under the terms of Section 270G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G inapplicable to any and all benefits provided to the Executive pursuant to this Agreement as well as pursuant to any other compensation agreements between the Company and the Executive. (c) Any determinations to be made under this Paragraph 6 shall be made by the Company for general audit purposes Company's independent public accountants (the “Audit "Accounting Firm”) "), which firm shall perform provide its determinations and any supporting calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing both to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect and to the determinations by such Accounting Firm required to Executive, and shall be made hereunder. The Accounting Firm engaged to make binding upon the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate Company and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the CompanyExecutive. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate All fees and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations expenses of the Accounting Firm made hereunder in performing the determinations referred to in this paragraph shall be final, binding, and conclusive upon Associate and borne solely by the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (ai) In If any of the event that the total amount of payments or benefits received or to be received by the AssociateExecutive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code) Code and would, but for this Section 18(aF.(7), be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise such 280G Payments shall be reduced (by the minimum possible amounts), a manner determined by the Company that is consistent with the requirements of Section 409A, until no amount payable to the maximum amount that Executive will cause the total amounts of the payments not to be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but only if the amount of such payments, after such reduction and after payment of all applicable taxes not below zero) on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxa pro rata basis. (bii) The All calculations and determinations under this Section F.(7) shall be made by an independent accounting firm engaged or independent tax counsel appointed by the Company for general audit purposes (the “Audit FirmTax Counsel”) whose determinations shall perform any be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculationsF.(7), the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”make its determinations under this Section F.(7). The Company shall bear all expenses costs the Tax Counsel may reasonably incur in connection with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationservices.

Section 280G. (ai) In Notwithstanding any other provisions of this Agreement to the contrary, in the event that it shall be determined that any payment or distribution in the total amount nature of payments compensation (within the meaning of Section 280G(b)(2) of the Code) to be received by or for the Associatebenefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise (the “PAYMENTS”), that are contingent upon a change in ownership or control (would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, the Company shall reduce (but not below zero) would, but for the aggregate present value of the Payments under this Section 18(aAgreement to the Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide Executive with a greater net after-tax amount than would be subject to the excise tax imposed by Section 4999 case if no reduction was made. The Payments shall be reduced as described in the preceding sentence only if (A) the net amount of the Code Payments, as so reduced (and after subtracting the “Excise Tax”net amount of federal, state and local income and payroll taxes on the reduced Payments), then is greater than or equal to (B) the net amount of the Payments without such reduction (but after subtracting the net amount of federal, state and local income and payroll taxes on the Payments and the amount of payments Excise Tax (as defined below) to which Executive would be received by subject with respect to the Associate unreduced Payments). Only amounts payable under this Agreement shall be reduced pursuant to this Agreement or otherwise subsection (i). The “REDUCED AMOUNT” shall be reduced to an amount expressed in present value that maximizes the maximum amount that will cause the total amounts aggregate present value of the payments not Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax, but only if determined in accordance with Section 280G(d)(4) of the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)Code. The Company shall bear all expenses with respect to term “EXCISE TAX” means the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make excise tax imposed under Section 4999 of the determinations under this Section 18 shall provide its calculationsCode, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate any interest or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be penalties imposed with respect to such paymentsexcise tax. Any good faith determinations For purposes of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(acalculations under this SECTION 3.2(d), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election severance payments to be made under this Agreement shall be subject allocated as consideration for the noncompetition covenant under SECTION 2.3 to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the maximum extent that such election does not violate Code allowable under Section 409A): reduction of cash payments (in reverse order 280G of the date on which such cash payments would otherwise be made with Code and the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationregulations thereunder.

Section 280G. (a) In The Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the event Code (such excise tax being the “Excise Tax”); provided, however, that the total amount of payments any payment or benefit received or to be received by the AssociateExecutive, pursuant to whether payable under the terms of this Agreement or otherwiseany other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that are contingent upon would constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code) would, but for this Section 18(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount extent necessary so that will cause no portion thereof shall be subject to the total amounts Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which the Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments not and benefits described in (b)(i) above. (c) All determinations under this Section 9 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by the Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 9 and detailed supporting calculations to both the Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 9, such Payments shall be reduced in the order that would provide the Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by the Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if and the Company shall pay such reduced amount of such payments, after such reduction and after payment of all applicable taxes on to the reduced amount, is equal Executive. The Executive shall at any time have the unilateral right to forfeit any equity award in whole or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxin part. (be) The accounting firm engaged by As a result of the Company for general audit purposes (uncertainty in the “Audit Firm”) shall perform any calculations necessary in connection with this application of Section 18; provided that, if for any reason 280G of the Audit Code at the time that the 280G Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the makes its determinations under this Section 18 shall provide its calculations9, together with detailed supporting documentation, it is possible that amounts will have been paid or distributed to the Associate and Executive that should not have been paid or distributed (collectively, the Company within fifteen “Overpayments”), or that additional amounts should be paid or distributed to the Executive (15) calendar days after collectively, the date “Underpayments”). If the 280G Firm determines, based on which either the Associate’s right to assertion of a payment contingent on a Change in Control is triggered (if requested at that time deficiency by Associate the Internal Revenue Service against the Executive or the Company) , which assertion the 280G Firm believes has a high probability of success or such other time as requested by is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, the Associate or Executive must repay the Overpayment to the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (without interest; provided, however, that such election shall no loan will be subject deemed to have been made and no amount will be payable by the Executive to the Company’s approval if made on or after Company unless, and then only to the date extent that, the deemed loan and payment would either reduce the amount on which the event Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that triggers an Underpayment has occurred, the payment occurs 280G Firm will notify the Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the extent that such election does not violate Code Section 409A): reduction Executive without interest. (f) The Executive and the Company will provide the 280G Firm access to and copies of cash payments (any books, records, and documents in reverse order their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the date determinations and calculations contemplated by this Section 9. For purposes of making the calculations required by this Section 9, the 280G Firm may rely on which such cash payments would otherwise be made with reasonable, good faith interpretations concerning the cash payments that would otherwise be made last being reduced first); cancellation application of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order Sections 280G and 4999 of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that the total amount of payments to be received any payment or distribution by the Associate, Company or any of its affiliated companies to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that are contingent upon ) (a change in ownership or control (“Payment”) would be an excess parachute payment within the meaning of Section section 280G of the Code) would, but for this Section 18(a), be subject to the excise tax imposed by Section 4999 of the Code (the such excess only, an “Excise TaxExcess Payment”), then the amount of payments Employee shall forfeit all Excess Payments if the after-tax value to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts Employee of the payments not to Payments as reduced by such forfeiture would be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount after-tax value to Employee of the Payments absent such forfeiture. The forfeiture of Excess Payments, if applicable, shall be applied by: (i) first reducing the cash Severance Benefits (with cash Severance Benefits having different payment terms being reduced on a pro-rata basis); (ii) then cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant); (iii) then cancellation of accelerated vesting of other equity awards (based on the reverse order of the date of grant); and (iv) finally reduction of any other benefits or payments due to Employee (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All determinations required to be made under this Section 6, and the Associate would otherwise assumptions to be entitled to retain without utilized in arriving at such reduction after the payment of all applicable taxesdetermination, including the Excise Tax. (b) The shall be made by a major accounting firm engaged with expertise in such matters designated by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company , which shall bear all expenses with respect provide detailed supporting calculations both to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make Company and Employee within 15 business days of the determinations under this Section 18 shall provide its calculationsreceipt of notice from Employee that there has been a Payment, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other earlier time as is requested by the Associate or the Company. If Any determination by the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and be binding upon the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such paymentsand Employee. Any good faith determinations All fees and expenses of the Accounting Firm made hereunder for services performed pursuant to this Section 6 shall be final, binding, and conclusive upon Associate and borne solely by the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. If any payment or benefit you would receive or retain under this Severance Agreement, when combined with any other payment or benefit you receive or retain in connection with a “change in control event” within the meaning of Section 280G of the Code and the regulations and guidance thereunder (“Section 280G”), would (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code, and (b) would, but for this Section 18(a)9, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either payable in full or in such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of payments to be received by the Associate pursuant to this Agreement Payment notwithstanding that all or otherwise shall be reduced to the maximum amount that will cause the total amounts some portion of the payments not to Payment may be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal . All determinations required to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxesmade under this Section 9, including whether and to what extent the Excise Tax. (b) The Payment shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm engaged or consulting firm experience in matters regarding Section 280G of the Code as may be designated by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm280G Advisor”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 280G Advisor shall provide its calculations, together with detailed supporting documentation, calculations both to the Associate you and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as is requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate All fees and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations expenses of the Accounting Firm made hereunder shall be final, binding, and conclusive borne solely by the Company. Any final determination by the 280G Advisor shall be binding upon Associate you and the Company. If a reduction in payments or benefits constituting “parachute payments” is For purposes of making the calculations required by this Section 18(a)9, the reduction shall occur in 280G Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs application of Sections 280G and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order 4999 of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In Anything in this agreement to the contrary notwithstanding, in the event it shall be determined that the total amount of payments to be received any payment or distribution by the Associate, Company to or for the benefit of you (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for determined without regard to any additional payments required under this Section 18(a), 3) (a “Company Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by you with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then you shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you 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 Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Company Payments. (b) For purposes of determining whether any of the Company Payments and Gross-Up Payments (collectively the “Total Payments”) will be subject to the Excise Tax and the amount of payments to be received by such Excise Tax, (i) the Associate pursuant to this Agreement or otherwise Total Payments shall be reduced to treated as “parachute payments” within the maximum amount that will cause the total amounts meaning of Section 280G(b)(2) of the payments not to Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, but only unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Code Section 280G(b)(2)) or tax counsel selected by such accountants (the “Accountants”) such Total Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (ii) 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. (c) For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay U.S. federal income taxes at the highest marginal rate of U.S. federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence for the calendar year in which the Company Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. (d) The Gross-Up Payment or portion thereof provided for in subsection (c) above shall be paid not later than the thirtieth day following an event occurring which subjects you to the Excise Tax; provided, however, that if the amount of such paymentsGross-Up Payment or portion thereof cannot be finally determined on or before such day, after the Company shall pay to you on such reduction and after payment day an estimate, as determined in good faith by the Accountant, of all applicable taxes on the reduced amount, is equal to or greater than the minimum amount of such payments and shall pay the Associate would otherwise remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection (c) hereof, as soon as the amount thereof can reasonably be entitled to retain without such reduction determined, but in no event later than the ninetieth day after the payment occurrence of all applicable taxes, including the event subjecting you to the Excise Tax. (be) The accounting firm engaged by If any controversy arises between you and the Company for general audit purposes Internal Revenue Service or any state or local taxing authority (the a “Audit FirmTaxing Authority”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by treatment on any return of the Gross-Up Payment, or of any Company Payment, or with respect to any return which a Taxing Authority asserts should show an Excise Tax, including, without limitation, any audit, protest to an appeals authority of a Taxing Authority or litigation (“Controversy”), (i) the Company shall have the right to participate with you in the handling of such Accounting Firm required Controversy, (ii) the Company shall have the right, solely with respect to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentationa Controversy, to direct you to protest or contest any proposed adjustment or deficiency, initiate an appeals procedure within any Taxing Authority, commence any judicial proceeding, make any settlement agreement, or file a claim for refund of tax, and (iii) you shall not take any of such steps without the Associate prior written approval of the Company, which the Company shall not unreasonably withhold. If the Company so elects, you shall be represented in any Controversy by attorneys, accountants, and other advisors selected by the Company, and the Company within fifteen (15) calendar days after shall pay the date on which fees, costs and expenses of such attorneys, accountants, or advisors, and any tax liability you may incur as a result of such payment. You shall promptly notify the Associate’s right Company of any communication with a Taxing Authority, and you shall promptly furnish to the Company copies of any written correspondence, notices, or documents received from a Taxing Authority relating to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the CompanyControversy. If the Accounting Firm determines that no Excise Tax is payable You shall cooperate fully with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless handling of any Controversy by furnishing the Associate elects in writing a different order (Company any information or documentation relating to or bearing upon the Controversy; provided, however, that such election you shall not be subject obligated to furnish to the Company copies of any portion of your tax returns which do not bear upon, and are not affected by, the Controversy. (f) You shall pay over to the Company’s approval if made , with ten (10) days after receipt thereof, any refund you receive from any Taxing Authority of all or any portion of the Gross-Up Payment or Excise Tax, together with any interest you receive from such Taxing Authority on or after the date on which the event that triggers the payment occurs and such refund. For purposes of this Section 3, a reduction in your tax liability attributable to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order previous payment of the date on which Gross-Up Payment or the Excise Tax shall be deemed to be a refund. If you would have received a refund of all or any portion of the Gross-Up Payment or the Excise Tax, except that a Taxing Authority offset the amount of such cash payments would otherwise be made refund against other tax liabilities, interest, or penalties, you shall pay the amount of such offset over to the Company, together with the cash payments that amount of interest you would otherwise be made last being reduced first); cancellation have received from the Taxing Authority if such offset had been an actual refund, within ten (10) days after receipt of accelerated vesting notice from the Taxing Authority of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationoffset.”

Section 280G. (a) In Notwithstanding any provision of this Agreement to the event that contrary, if any of the total amount of payments or benefits received or to be received by the AssociateExecutive in connection with the Executive’s termination of employment in respect of a Change in Control, whether pursuant to the terms of this Agreement or otherwiseany other plan, that are contingent upon a change in ownership arrangement or control agreement with the Company (within all such payments and benefits, being hereinafter referred to as the meaning of Section 280G of the Code) would, but for this Section 18(a“Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)) imposed under Section 4999 of the Code, then the amount of payments to Executive shall receive the Total Payments and be received by responsible for the Associate pursuant to this Agreement or otherwise Excise Tax; provided, however that the Executive shall not receive the Total Payments and the Total Payments shall be reduced to the maximum Safe Harbor Amount (defined below) if (1) the net amount of such Total Payments, as so reduced to the Safe Harbor Amount (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (2) the net amount of such Total Payment without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments). The “Safe Harbor Amount” is the amount to which the Total Payments would hypothetically have to be reduced so that will cause the total amounts no portion of the payments not to Total Payments would be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by For purposes of determining whether any of the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing Total Payments will be subject to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate Excise Tax and the Company within fifteen amount of such Excise Tax, (151) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations all of the Accounting Firm made hereunder Total Payments shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting treated as “parachute payments” is required (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) selected by Section 18(athe accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the reduction shall occur in Code, (2) all “excess parachute payments” within the following order unless meaning of Section 280G(b)(1) of the Associate elects in writing a different order (provided, however, that such election Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the base amount (within the meaning of Section 280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. If the Auditor is prohibited by applicable law or regulation from performing the duties assigned to it hereunder, then a different auditor, acceptable to both the Company and the Executive, shall be selected. The fees and expenses of Tax Counsel and the Auditor shall be paid by the Company’s approval if made on or after the date on which . (c) In the event it is determined that triggers the payment occurs Safe Harbor Amount is payable to the Executive, then the severance payments provided under Section 7.6 which are cash shall first be reduced on a pro rata basis, and the non-cash severance payments shall thereafter be reduced on a pro rata basis, to the extent necessary so that such election does not violate Code Section 409A): reduction of cash payments (in reverse order no portion of the date on which such cash payments would otherwise be made with Total Payments is subject to the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationExcise Tax.

Section 280G. (a) In the event that the total amount of payments If any payment or benefit received or to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon Executive in connection with a "change in ownership or control control" of the Company (within the meaning of Section 280G of the Code) would, but for this Section 18(a), whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or an affiliate of the Company (the "PAYMENTS"), would constitute a "parachute payment" within the meaning of Section 280G of the Code, the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit to Executive shall exceed the net after-tax benefit to Executive if no such reduction was made. For purposes of this Section 12, "net after-tax benefit" shall mean (i) the “Excise Tax”)total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute "parachute payments" within the meaning of Section 280G of the Code, then less (ii) the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Taxall federal, but only if the amount of such payments, after such reduction state and after payment of all applicable local income taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses payable with respect to the determinations foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by such Accounting Firm required to Section 4999 of the code. The foregoing determination will be made hereunderby a nationally recognized accounting firm (the "ACCOUNTING FIRM") selected by Executive and reasonably acceptable to the Company, provided, that the Accounting Firm's determination shall be made based upon "substantial authority" within the meaning of Section 6662 of the Code. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate Executive and the Company within fifteen (15) calendar with its determinations and detailed supporting calculations with respect thereto at least 15 business days after prior to the date on which Executive would be entitled to receive a Payment (or as soon as practicable in the Associate’s right event that the Accounting Firm has less than 15 business days advance notice that Executive may receive a Payment) in order that Executive may determine whether it is in Executive's best interest to a payment contingent on a Change in Control is triggered (if requested at that time by Associate waive the receipt of any or the Company) or such other time as requested by the Associate or the Company. all amounts which may constitute "excess parachute payments." If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by this Section 18(a)12, Executive, in his sole and absolute discretion, may determine which of the reduction Payments shall occur in be reduced to the following order unless the Associate elects in writing a different order (provided, however, extent necessary so that such election no portion thereof shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code excise tax imposed by Section 409A): reduction of cash payments (in reverse order 4999 of the date on which Code, and the Company shall pay such cash payments would reduced amount to Executive. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise be made cooperate with the cash payments that would otherwise Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 12. The first $10,000 of fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 12 will be made last being reduced first); cancellation borne exclusively by the Company, and the balance of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reducedany such fees and expenses, such accelerated vesting if any shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationborne exclusively by Executive.

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with the Associatetermination of Executive’s employment, whether following a Change in Control or otherwise, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code) Code and would, but for this Section 18(a)8.10, be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then prior to making the amount of payments to be received by the Associate pursuant to this Agreement or otherwise 280G Payments, a calculation shall be reduced made comparing (a) the Net Benefit (as defined below) to Executive of the 280G Payments after payment of the Excise Tax; to (b) the Net Benefit to Executive if the 280G Payments are limited to the maximum amount that will cause the total amounts of the payments not extent necessary to be avoid being subject to the Excise Tax, but only . Only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, calculated under (a) above is equal to or greater less than the amount under (b) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of such payments the Associate would otherwise be entitled 280G Payments is subject to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged . “Net Benefit” shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 8.10 shall be made in a manner determined by the Company for general audit purposes that is consistent with the requirements of Section 409A. All calculations and determinations under this Section 8.10 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Audit FirmTax Counsel”) whose determinations shall perform any be conclusive and binding on the Company and Executive for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations8.10, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and Executive shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)make its determinations under this Section 8.10. The Company shall bear all expenses with respect to costs the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change Tax Counsel may reasonably incur in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.connection

Section 280G. If any payment or benefit Executive will or may receive from the Company under this Agreement or otherwise would (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the CodeCode (a “280G Payment”) wouldand, (b) but for this Section 18(a)sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments Company shall cause to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total determined, before any amounts of the payments not 280G Payment are paid to Executive, which of the following two amounts would maximize Executive’s after-tax proceeds: (i) payment in full of the entire amount of the 280G Payment (a “Full Payment”), or (ii) payment of only a part of the 280G Payment, so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the 280G Payment notwithstanding that all or some portion of the 280G Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, but 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, (A) the 280G Payment shall be paid only if to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the 280G Payment, and (B) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit for Executive, as determined in the Company’s reasonable good faith discretion. All determinations required to be made under this Section 9(k), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such payments, after any such reduction and after payment of all applicable taxes on the reduced amountassumptions to be utilized in arriving at such determinations not expressly provided for herein, is equal to or greater than the amount of such payments the Associate would otherwise shall be entitled to retain without such reduction after the payment of all applicable taxesmade by an independent, including the Excise Tax. (b) The nationally recognized accounting firm or compensation consulting engaged by the Company for general audit purposes and reasonably acceptable to Executive (the “Audit Determination Firm”) which shall perform any provide detailed supporting calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing both to the Company to perform such calculations (and Executive. All reasonable fees and expenses of the Audit Determination Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations be borne solely by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If Any determination by the Accounting Determination Firm determines that no Excise Tax is payable with respect to such paymentsshall be binding upon the Company and Executive, it shall furnish the Associate absent manifest error. For purposes of determining whether and the Company with an opinion reasonably acceptable extent to Associate that no Excise Tax which the payments will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after Excise Tax: (i) no portion of the date on payments shall be taken into account which the event that triggers the payment occurs and to the extent that such election does not violate Code constitute a “parachute payment” within the meaning of Section 409A): reduction of cash payments (in reverse order 280G(b)(2) of the date on which Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and (ii) in calculating the Excise Tax, no portion of such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in taken into account which constitutes reasonable compensation for services actually rendered, within the reverse order meaning of Section 280G(b)(4)(B) of the grant date Code, in excess of the Associate’s stock awards unless “base amount” (as set forth in Section 280G(b)(3) of the Associate elects in writing a different order for cancellationCode) that is allocable to such reasonable compensation.

Section 280G. (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 18(a12(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts amount of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 1812; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 12 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” (as defined in Section 280G(b)(2) of the Code) is required by Section 18(a12(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A409A of the Code): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first)payments; then cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (a) In If any payment or benefit the event that the total amount of payments to be received by the Associate, Recipient would receive pursuant to this Agreement or otherwisepursuant to any other benefit plan, that are contingent upon agreement or arrangement between the Recipient and the Company or any Related Entity (“Payment”) would (i) constitute a change in ownership or control (“Parachute Payment” within the meaning of Section 280G of the Code, and (ii) would, but for this Section 18(a)sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise such Payment shall be reduced equal to the maximum amount Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that will cause would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total amounts of the payments not to Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Recipient’s receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting Parachute Payments is necessary so that the Payment equals the Reduced Amount, but only if reduction shall occur in the amount of such payments, after such reduction and after payment of all applicable taxes on manner that results in the reduced amount, is equal to or greater than greatest economic benefit for the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing Recipient to the Company extent permitted by Section 409A of the Code, to perform such calculations (the Audit Firm or such other accounting firm, as extent applicable, being hereinafter referred to as and Section 280G of the “Accounting Firm”)Code. The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the All determinations under this Section 18 7(d) will be made by an actuarial firm, accounting firm, law firm, or consulting firm experienced and generally recognized in 280G matters (the “280G Firm”) that is chosen by the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company or its successor. The Company and the Recipient shall furnish the 280G Firm such information and documents as the 280G Firm may reasonably request in order to make its required determination. The 280G Firm will provide its calculations, together with detailed supporting documentation, to the Associate Company and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time Recipient as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such paymentssoon as practicable following its engagement. Any good faith determinations of the Accounting 280G Firm made hereunder shall will be final, binding, binding and conclusive upon Associate the Company and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationRecipient.

Section 280G. If any payment or benefit you would receive or retain under this Severance Agreement, when combined with any other payment or benefit you receive or retain in connection with a “change in control event” within the meaning of Section 280G of the Code and the regulations and guidance thereunder (“Section 280G”), would (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code, and (b) would, but for this Section 18(a)8, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either payable in full or in such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of payments to be received by the Associate pursuant to this Agreement Payment notwithstanding that all or otherwise shall be reduced to the maximum amount that will cause the total amounts some portion of the payments not to Payment may be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal . All determinations required to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxesmade under this Section 8, including whether and to what extent the Excise Tax. (b) The Payment shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm engaged or consulting firm experience in matters regarding Section 280G of the Code as may be designated by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm280G Advisor”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 280G Advisor shall provide its calculations, together with detailed supporting documentation, calculations both to the Associate you and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as is requested by the Associate or Company. All fees and expenses of the 280G Advisor shall be borne solely by the Company. If Any final determination by the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder 280G Advisor shall be final, binding, and conclusive binding upon Associate you and the Company. If a reduction in payments or benefits constituting “parachute payments” is For purposes of making the calculations required by this Section 18(a)8, the reduction shall occur in 280G Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs application of Sections 280G and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order 4999 of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In Officer shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the event Code (such excise tax being the “Excise Tax”); provided, however, that the total amount of payments any payment or benefit received or to be received by Officer, whether payable under the Associate, pursuant to terms of this Agreement or otherwiseany other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that are contingent upon would constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code) would, but for this Section 18(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount extent necessary so that will cause the total amounts of the payments not to no portion thereof shall be subject to the Excise Tax, but only if the amount if, by reason of such paymentsreduction, after the net after-tax benefit Officer receives shall exceed the net after-tax benefit that Officer would receive if no such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxwas made. (b) The accounting firm engaged by “net after-tax benefit” shall mean (i) the Payments which Officer receives or is then entitled to receive from the Company for general audit purposes that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided thatamount of all federal, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses state and local income and employment taxes payable by Officer with respect to the determinations by foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Officer (based on the rate in effect for such Accounting Firm required year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to be made hereunder. The Accounting Firm engaged to make the payments and benefits described in (b)(i) above. (c) All determinations under this Section 18 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Officer and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall provide its calculations, together with be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change of Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting documentationcalculations to both Officer and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Officer with the largest amount of after-tax proceeds (with such order, to the Associate extent permitted by Sections 280G and 409A of the Code, designated by Officer, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company within fifteen (15) calendar days after shall pay such reduced amount to Officer. Officer shall at any time have the date on which the Associate’s unilateral right to forfeit any equity award in whole or in part. (e) As a payment contingent result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Officer that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Officer (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a Change in Control is triggered (if requested at that time deficiency by Associate the Internal Revenue Service against Officer or the Company) , which assertion the 280G Firm believes has a high probability of success or such other time as requested by is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Officer must repay the Associate or Overpayment to the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (without interest; provided, however, that such election shall no loan will be subject deemed to have been made and no amount will be payable by Officer to the Company’s approval if made on or after the date on which the event that triggers the payment occurs Company unless, and then only to the extent that such election does not violate Code that, the deemed loan and payment would either reduce the amount on which Officer is subject to tax under Section 409A): reduction of cash payments (in reverse order 4999 of the date on which such cash payments would Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Officer and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Officer without interest. (f) Officer and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise be made cooperate with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In 280G Firm in connection with the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order preparation and issuance of the grant date determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by the AssociateExecutive (including, without limitation, any payment or benefits received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively refer to herein as the "280G Payments") constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") would, but for this Section 18(a), and will be subject to the excise tax imposed by under Section 4999 of the Code (the “"Excise Tax”"), then the Company shall pay to the Executive, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Executive, plus the amount of payments necessary to be received by put the Associate pursuant to this Agreement or otherwise shall be reduced to Executive in the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction same after-tax position (taking into account any and after payment of all applicable federal, state and local excise, income or other taxes at the highest applicable rates on the reduced amount, is equal to such 280G Payments and on any payments under this Section 7.(a) or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the otherwise) as if no Excise TaxTax had been imposed. (b) The All calculations and determinations under this Section 7 shall be made by an independent accounting firm engaged or independent tax counsel appointed by the Company for general audit purposes (the “Audit Firm”"Tax Counsel") whose determination shall perform any be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations7(b), the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the applicability of Section 280G and Section 4999 of the Code. The Company and the Executive shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”make its determinations under this Section 7(b). The Company shall bear all expenses costs of the Tax Counsel reasonably incurred in connection with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations performance of its duties under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a7(b), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with the Associatetermination of Executive’s employment, whether following a Change in Control or otherwise, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code) Code and would, but for this Section 18(a)8.9, be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then prior to making the amount of payments to be received by the Associate pursuant to this Agreement or otherwise 280G Payments, a calculation shall be reduced made comparing (a) the Net Benefit (as defined below) to the maximum amount that will cause the total amounts Executive of the payments not 280G Payments after payment of the Excise Tax; to be (b) the Net Benefit to the Executive if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax, but only . Only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, calculated under (a) above is equal to or greater less than the amount under (b) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of such payments the Associate would otherwise be entitled 280G Payments is subject to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged . “Net Benefit” shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 8.9 shall be made in a manner determined by the Company for general audit purposes that is consistent with the requirements of Section 409A. All calculations and determinations under this Section 8.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Audit FirmTax Counsel”) whose determinations shall perform any be conclusive and binding on the Company and Executive for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations8.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and Executive shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)make its determinations under this Section 8.9. The Company shall bear all expenses with respect to costs the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change Tax Counsel may reasonably incur in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.connection

Section 280G. (a) In the event that the total amount payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of payments to be received the Internal Revenue Code of 1986, as amended (the “Code”) in connection with any transaction other than the transactions contemplated by the AssociateMerger Agreement, pursuant and the Excise Tax applies with respect to this Agreement the Executive’s compensation (if any) under the Equity Incentive Plan, the Executive shall be entitled to an additional payment by the Company equal to seven and one-half percent (7.5%, or otherwise, 37.5% of 20%) of the difference obtained by subtracting the Executive’s “base amount” allocated to value or amounts realized by the Executive under the Equity Incentive Plan that are contingent upon a change in ownership or control considered parachute payments under Section 280G(b)(2) of the Code and the regulations thereunder (within the meaning “Applicable Amounts”) (as such base amount is determined for purposes of Section 280G of the Code) wouldfrom the Applicable Amounts. For purposes of clarity, but for this Section 18(a)such payment by the Company shall not be increased with respect to any tax liability incurred by the Executive with respect to such payment; provided, however, that if such payment is triggered in connection with or following a termination of the Executive’s employment, the Company’s obligation to make such payment shall be subject to the excise tax imposed by Section 4999 Executive’s satisfaction of the Code requirements set forth in Sections 5.3(f) and 5.4. Any such payment by the Company pursuant to this Section 5.6 shall be made promptly after the Determination described below is made and in all cases not later than the end of the Executive’s taxable year next following the year in which the Executive remits the related taxes. A determination as to whether any Excise Tax would be imposed on the Benefits for purposes of this Section 5.6, and the determination of any payment due to the Executive pursuant to this Section 5.6, shall be made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company (the “Excise TaxFirm”) at the Company’s expense. The Firm shall provide its determination (the “Determination”), then together with detailed supporting calculations and documentation to the amount Company and the Executive within ten (10) business days of payments to be received the date of termination of the Executive’s employment, if applicable, or such other time as reasonably requested by the Associate pursuant to this Agreement Company or otherwise shall be reduced to the maximum amount Executive (provided the Executive reasonably believes that will cause the total amounts any of the payments not to Benefits may be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax). (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (ai) In the event that the total amount of If any payment or benefit (including payments to be received by the Associate, and benefits pursuant to this Agreement Agreement) that Executive would receive from the Company, or otherwise, that are contingent upon on an event covered by Section 280G(b)(2)(A)(i) of the Code (collectively, the “Transaction Payment”) would (i) constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code, and (ii) would, but for this Section 18(a3(m), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise Executive shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after receive, whichever of the following that results in the greater amount payable to him on an after-tax basis: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of all applicable taxes, including only a part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax. Tax (b) The accounting firm engaged by the Company for general audit a “Reduced Payment”). For purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, of determining whether to make a Full Payment or declines to, perform such calculationsa Reduced Payment, the Company shall engage such other accounting firm cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax. If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as the Audit Firm shall recommend determined in writing this paragraph, to the Company extent permitted by Section 409A. If more than one method of reduction will result in the same economic benefit, the portions of the Payment shall be reduced pro rata, to perform such calculations the extent permitted by Section 409A. (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). ii) The Company shall bear engage an independent registered public accounting firm to make all expenses with respect to the determinations by such Accounting Firm required to be made hereunderunder this Section 3(m), and shall bear all reasonable expenses with respect thereto. The Accounting Firm independent registered public accounting firm engaged to make the determinations under this Section 18 hereunder shall provide its calculations, together with detailed supporting documentation, to the Associate Company and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the CompanyExecutive. If the Accounting Firm independent registered public accounting firm determines that no Excise Tax is payable with respect to such paymentsthe Transaction Payments (whether or not by reason of payment to Executive of a Reduced Payment), it shall furnish the Associate Company and the Company Executive with an opinion reasonably acceptable to Associate detailed supporting calculations of its determination that no Excise Tax will be imposed with respect to such paymentsthe Transaction Payments. Any All good faith determinations of the Accounting Firm accounting firm made hereunder shall be final, binding, binding and conclusive upon Associate the Company and the CompanyExecutive. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation[Signature page follows.]

Section 280G. (a) In the event If it is determined that the total amount amounts payable to your under this Agreement, when considered together with any other amounts payable to you as a result of payments to be received by a Change of Control (collectively, the Associate, pursuant to this Agreement or otherwise, that are contingent upon “Payment”) would (i) constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) would, but for this Section 18(a)sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of payments to be received by the Associate pursuant to this Agreement Payment notwithstanding that all or otherwise shall be reduced to the maximum amount that will cause the total amounts some portion of the payments not to Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, but only if reduction shall occur in the amount following order: reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced, such payments, after such reduction and after payment acceleration of all applicable taxes on vesting shall be cancelled in the reduced amount, is equal to or greater than reverse order of the amount date of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) grant. The accounting firm engaged by the Company for general audit purposes (as of the “Audit Firm”) day prior to the effective date of the Change of Control shall perform any calculations necessary in connection with this Section 18; provided thatthe foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, if for any reason entity or group effecting the Audit Firm is unable to, or declines to, perform such calculationsChange of Control, the Company shall engage such other appoint a nationally recognized accounting firm as to make the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such Accounting Firm accounting firm required to be made hereunder. The Accounting Firm accounting firm engaged to make the determinations under this Section 18 hereunder shall provide its calculations, together with detailed supporting documentation, to the Associate you and the Company within fifteen (15) calendar days after the date on which the Associate’s your right to a payment contingent on a Change in Control Payment is triggered (if requested at that time by Associate you or the Company) or such other time as requested by the Associate you or the Company. If the Accounting Firm accounting firm determines that no Excise Tax is payable with respect to such paymentsa Payment, either before or after the application of the Reduced Amount, it shall furnish the Associate you and the Company with an opinion reasonably acceptable to Associate you that no Excise Tax will be imposed with respect to such paymentsPayment. Any good faith determinations of the Accounting Firm accounting firm made hereunder shall be final, binding, binding and conclusive upon Associate you and the Company, except as set forth below. If, notwithstanding any reduction described in this Section 7, the IRS determines that you are liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then you shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that you challenge the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if any, as shall be required to be paid to the Company so that your net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in your net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, you shall pay the Excise Tax. Notwithstanding any either provision of this Section 7, if (i) there is a reduction in payments or the payment of benefits constituting “parachute payments” is required by Section 18(aas described in this section, (ii) the IRS later determines that you are liable for the Excise Tax, the payment of which would result in the maximization of your net after-tax proceeds (calculated as if your benefits had not previously been reduced), and (iii) you pay the reduction Excise Tax, then the Company shall occur in pay to you those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after you pays the following order unless the Associate elects in writing a different order (provided, however, Excise Tax so that such election shall be subject your net after-tax proceeds with respect to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards benefits is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationmaximized.

Section 280G. The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (a) In the event “Code”); provided, however, that the total amount of payments any payment or benefit received or to be received by the Associate, Executive in connection with a Change in Control or the termination of the Executive’s employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or otherwiseany other plan, arrangements or agreement with the Company or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall be reduced to the extent necessary so that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 18(a), no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (but only if, by reason of such reduction, the “Excise Tax”), then net after-tax benefit received by the amount of payments to Executive shall exceed the net after-tax benefit that would be received by the Associate pursuant to Executive if no such reduction was made. For purposes of this Agreement or otherwise Section 2.3, “net after-tax benefit” shall be reduced to the maximum amount that will cause mean (i) the total amounts of all payments and the value of all benefits which the Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the payments not to be subject to the Excise TaxCode, but only if less (ii) the amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based on the rate in effect for such payments, after such reduction and after year as set forth in the Code as in effect at the time of the first payment of all applicable taxes on the reduced amountforegoing), is equal to or greater than less (iii) the amount of such excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Associate would otherwise Code. The foregoing determination shall be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The made by a nationally recognized accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The ) selected by the Company shall bear all expenses with respect and reasonably acceptable to the determinations by such Accounting Firm required to be made hereunderExecutive. The Accounting Firm engaged to make the determinations under this Section 18 shall provide submit its calculations, together with determination and detailed supporting documentation, calculations to both the Associate Executive and the Company within fifteen (15) calendar days after receipt of a notice from either the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate Company or the Company) or Executive that the Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is required by this Section 2.3, the cash portion of the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such other time as requested by reduced amount to the Associate or the CompanyExecutive. If the Accounting Firm determines that no Excise Tax is payable with respect to such paymentsnone of the Total Payments, after taking into account any reduction required by this Section 2.3, constitutes a “parachute payment” within the meaning of Section 280G of the Code, it shall will, at the same time as it makes such determination, furnish the Associate Executive and the Company with an opinion that Executive has substantial authority not to report any excise tax under Section 4999 of the Code on his federal income tax return. The Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of the Executive or the Company, as the case may be, reasonably acceptable to Associate that no Excise Tax will be imposed requested by the Accounting Firm, and otherwise cooperate with respect to such paymentsthe Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 2.3. Any good faith determinations The fees and expenses of the Accounting Firm made hereunder for its services in connection with the determinations and calculations contemplated by this Section 2.3 shall be final, binding, and conclusive upon Associate and borne by the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (a) In the event that the total amount of If any payment or benefit (including payments to be received by the Associate, and benefits pursuant to this Agreement Agreement) that Executive would receive in connection with a Change in Control or otherwise, that are contingent upon other transaction (the “Transaction”) from the Company or otherwise (“Transaction Payment”) would (i) constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) would, but for this Section 18(a)sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments Company shall cause to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total determined, before any amounts of the payments not 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 subject to the Excise Tax, but only if : (1) payment in full of the entire amount of such paymentsthe Transaction Payment (a “Full Payment”), after such reduction and after or (2) 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”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account the value of any noncompetition provision set forth in the NDA, all applicable federal, state and local income and employment taxes on and the reduced amountExcise Tax (all computed at the highest applicable marginal rate, is equal to or greater than net of the amount 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) Executive shall have no rights to any additional payments and/or benefits constituting the Associate would otherwise Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment shall be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxreduced pro rata. (b) The accounting firm engaged by Notwithstanding the foregoing, in the event that no stock of the Company for general audit purposes is readily tradeable on an established securities market or otherwise (within the “Audit Firm”meaning of Section 280G of the Code) shall perform any calculations necessary at the time of the Change in connection with this Section 18; provided that, if for any reason Control of the Audit Firm is unable to, or declines to, perform such calculationsCompany, the Company shall engage cause a vote of shareholders to be held with respect to the approval of the portion of the Transaction Payments that exceeds three times Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1, and Executive shall cooperate with such other accounting firm as vote of shareholders, including the Audit Firm execution of any required documentation subjecting Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be held to approve all Excess Parachute Payments, the provisions set forth in Section 5.7(a) shall recommend apply. (c) Unless Executive and the Company otherwise agree in writing, any determination required under this section shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this section, 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 Code. The Accountants shall provide detailed supporting calculations to the Company and Executive as requested by the Company or Executive. Executive and the Company shall furnish to perform the Accountants such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to information and documents as the “Accounting Firm”)Accountants may reasonably request in order to make a determination under this section. The Company shall bear all expenses costs the Accountants may reasonably incur in connection with respect to any calculations contemplated by this section as well as any costs incurred by Executive with the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations Accountants for tax planning under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate Sections 280G and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations 4999 of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In Notwithstanding anything to the event contrary herein, if it shall be determined that any payment or benefit hereunder or under any other plan or agreement or otherwise (collectively “Payments”) would constitute an “excess parachute payment” to the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (Executive within the meaning of Section 280G of the Code) would, but for this and thus would not be deductible under Section 18(a), 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code or any similar tax (the “Excise 280G Tax”), then and if and only if the amount of payments to Executive would be received in a better after-tax position by reducing the Associate pursuant to this Agreement or otherwise Payments, the amounts payable hereunder shall be reduced to the maximum amount that will cause the total amounts extent necessary to eliminate any Payments or portion of the payments Payments from being non-deductible under Section 280G(b)(1) of the Code and thereby not to be subject to the Excise Taxexcise tax imposed by Section 4999 of the Code. In such case, but only if the amount Payments shall be reduced so that the total aggregate value of such payments, after such reduction and after payment the Payments do not exceed 2.99 times the total value of all applicable taxes on the reduced amount, is equal to or greater than Executive's average annualized compensation for the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxpreceding five years. (b) The accounting firm engaged Company agrees that it will use commercially reasonable efforts to obtain the approval, in the manner and by such number of stockholders of the Company, as is required under the terms of Section 270G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G inapplicable to any and all benefits provided to the Executive pursuant to this Agreement as well as pursuant to any other compensation agreements between the Company and the Executive. (c) Any determinations to be made under this Paragraph 6 shall be made by the Company for general audit purposes Company's independent public accountants (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 , which firm shall provide its calculations, together with detailed determinations and any supporting documentation, calculations both to the Associate Company and to the Executive, and shall be binding upon the Company and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the CompanyExecutive. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate All fees and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations expenses of the Accounting Firm made hereunder in performing the determinations referred to in this paragraph shall be final, binding, and conclusive upon Associate and borne solely by the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with the Associatetermination of Executive’s employment, whether following a Change in Control or otherwise, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively referred to herein as the "280G Payments") constitute "parachute payments" within the meaning of Section 280G of the Code) Code and would, but for this Section 18(a)8.9, be subject to the excise tax imposed by under Section 4999 of the Code (the “"Excise Tax”"), then prior to making the amount of payments to be received by the Associate pursuant to this Agreement or otherwise 280G Payments, a calculation shall be reduced made comparing (a) the Net Benefit (as defined below) to the maximum amount that will cause the total amounts Executive of the payments not 280G Payments after payment of the Excise Tax; to be (b) the Net Benefit to the Executive if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax, but only . Only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, calculated under (a) above is equal to or greater less than the amount under (b) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of such payments the Associate would otherwise be entitled 280G Payments is subject to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged . "Net Benefit" shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 8.9 shall be made in a manner determined by the Company for general audit purposes that is consistent with the requirements of Section 409A. All calculations and determinations under this Section 8.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Audit Firm”"Tax Counsel") whose determinations shall perform any be conclusive and binding on the Company and Executive for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations8.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and Executive shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)make its determinations under this Section 8.9. The Company shall bear all expenses with respect to costs the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to Tax Counsel may reasonably incur in connection 11 | P a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.g e

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by the AssociateExecutive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or otherwiseany other plan, that are contingent upon a change in ownership arrangement or control agreement, or otherwise (the “Benefit Arrangements”)) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code) Code and would, but for this Section 18(a)5.8, be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise 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 of the Code until no amount payable to the maximum amount that Executive will cause the total amounts of the payments not to be subject to the Excise Tax, unless the Executive would receive a greater after-tax amount by receiving all such 280G Payments without reduction pursuant to the foregoing provisions of this sentence. If two economically equivalent amounts are subject to reduction but only if are payable at different times, the amount of such paymentsamounts shall be reduced (but not below zero) on a pro rata basis. Upon the Executive’s request, after such reduction the Company will use its commercially reasonable efforts to seek and after payment of all applicable taxes on the reduced amount, is equal obtain stockholder approval with respect to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including any 280G Payments so that the Excise TaxTax would not apply thereto. (b) The All calculations and determinations under this Section 5.8 shall be made by an independent accounting firm engaged or independent tax counsel appointed by the Company for general audit purposes (the “Audit FirmTax Counsel”) whose determinations shall perform any be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations5.8, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)make its determinations under this Section 5.8. The Company shall bear all expenses costs the Tax Counsel may reasonably incur in connection with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationservices.

Section 280G. (a) In The payment to the event that the total amount Executive under Section 3 of payments to be received by the Associate, pursuant to this Agreement shall be made without regard to whether the deductibility of such payment (or otherwise, any other “parachute payments,” as that are contingent upon a change term is defined in ownership or control (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code) would, but for this Section 18(a”), to or for the benefit of such Executive) would be limited or precluded by Section 280G and without regard to whether such payment (or any other “parachute payments” as so defined) would subject the Executive to the federal excise tax imposed by levied on certain “excess parachute payments” under Section 4999 of the Code Code; provided that if the total of all “parachute payments” to or for the benefit of any Executive, after reduction for all federal, state and local taxes (including the tax described in Section 4999 of the Code, if applicable) with respect to such payments (the “Excise TaxTotal After-Tax Payments”), would be increased by the limitation or elimination of any payment under the Change of Control Plan or any “parachute payments” under other agreements or arrangements between the Executive and the Company, then the amount of payments to be received by payable under this Plan (or the Associate pursuant to this Agreement “parachute payment” under such other agreement or otherwise arrangement as the Company and the Executive shall mutually determine) shall be reduced to the maximum amount that will cause extent, and only to the total amounts extent, necessary to maximize the Total After-Tax Payments. The determination as to whether and to what extent each payment under the Change of Control Plan (or the payments not “parachute payment” under such other agreement or arrangement) is required to be subject to reduced in accordance with the Excise Taxpreceding sentence shall be made at the Company’s expense by its independent certified public accounting firm. In the event of any underpayment or overpayment under the Change of Control Plan (or such other agreement or arrangement) as determined by the accounting firm, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to underpayment or greater than the amount of such payments the Associate would otherwise overpayment shall forthwith be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing paid to the Company to perform such calculations (the Audit Firm Executive or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject refunded to the Company’s approval if made on or after , as the date on which case may be, with interest at the event that triggers the payment occurs and to the extent that such election does not violate Code applicable federal rate provided for in Section 409A): reduction of cash payments (in reverse order 7872(f)(2) of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by the AssociateExecutive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code) Code and would, but for this Section 18(a)6.9, be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then then, Executive shall have the amount of payments option to (i) request that such 280G Payments be received reduced in a manner determined by Tax Counsel (by the Associate pursuant to this Agreement or otherwise shall be reduced minimum possible amounts) that is consistent with the requirements of Section 409A until no amount payable to the maximum amount that Executive will cause the total amounts of the payments not to be subject to the Excise Tax, but only if ; or (ii) receive the amount of such payments, after such reduction full 280G Payments and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including pay the Excise TaxTax himself. In the former scenario, if two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata basis. Executive agrees to indemnify and hold the Company harmless for any calculation or analysis performed by Tax Counsel, and he acknowledges and agrees that any Excise Tax or penalty relating to the 280G Payments shall be his sole responsibility. (b) The All calculations and determinations under this Section 5.9 shall be made by an independent accounting firm engaged or independent tax counsel appointed by the Company for general audit purposes (the “Audit FirmTax Counsel”) whose determinations shall perform any be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations6.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)make its determinations under this Section 5.9. The Company shall bear all expenses costs the Tax Counsel may reasonably incur in connection with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationservices.

Section 280G. (a) In the event that the total amount Notwithstanding any other provision of payments to be received by the Associate, pursuant to this Agreement or otherwiseany other plan, that are contingent upon a change in ownership arrangement or control agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its subsidiaries to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would, but for this Section 18(a), 6 be subject to the excise tax imposed by under 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 taxes (collectively, the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise Covered Payments shall be reduced (but not below zero) to the maximum amount minimum extent necessary to ensure that will cause the total amounts no portion of the payments not to be Covered Payments is subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged Any such reduction shall be made in accordance with Section 409A of the Code and the following: (i) the Covered Payments which do not constitute nonqualified deferred compensation subject to Section 409A of the Code shall be reduced first; and (ii) all other Covered 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 payment date. (c) If, notwithstanding the initial application of this Section 6, the Internal Revenue Service determines that any Covered Payment constitutes an excess parachute payment (as defined by Section 280G(b) of the Code), this Section 6.8 will be reapplied based on the Internal Revenue Service’s determination, and the Executive will be required to promptly repay the portion of the Covered Payments required to avoid imposition of the Excise Tax, together with interest at the applicable federal rate (as defined in Section 7872(f)(2)(A) of the Code) from the date of the Executive’s receipt of the excess payments until the date of repayment. (d) Any determination required under this Section 6.8, including whether any payments or benefits are parachute payments, shall be made by the Company for general audit purposes (the “Audit Firm”) in its sole discretion. The Executive shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, provide the Company shall engage with such other accounting firm information and documents as the Audit Firm shall recommend Company may reasonably request in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged order to make the determinations a determination under this Section 18 6.8. The Company’s determinations shall provide its calculations, together with detailed supporting documentation, to be final and binding on the Associate Company and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationExecutive.

Section 280G. (a) In the event that the total amount 1.1 Notwithstanding any other provision of payments to be received by the Associate, pursuant to this Agreement or otherwiseany other plan, that are contingent upon arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise as a change result of a Change in ownership or control Control (”Covered Payments”) constitute “parachute payments” within the meaning of Code Section 280G of the Code) and would, but for this Section 18(a)16, be subject to the excise tax imposed by under Code 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 taxes (collectively, the “”Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise Covered Payments shall be reduced (but not below zero) to the maximum amount minimum extent necessary to ensure that will cause the total amounts no portion of the payments not to be Covered Payments is subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) 1.2 The Covered Payments shall be reduced in a manner that maximizes the Executive’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A, 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. 1.3 Any determination required under this Section 16 shall be made in writing in good faith by the accounting firm engaged that was the Company’s independent auditor immediately before the Change in Control (the ”Accountants”), which shall provide detailed supporting calculations to the Company and the Executive as requested by the Company for general audit purposes (or the “Audit Firm”) Executive. The Company and the Executive shall perform any calculations necessary provide the Accountants with such information and documents as the Accountants may reasonably request in connection with order to make a determination under this Section 18; provided that, if for any reason 16. For purposes of making the Audit Firm is unable to, or declines to, perform such calculationscalculations and determinations required by this Section 16, the Company Accountants may rely on reasonable, good faith assumptions and approximations concerning the application of Code Sections 280G and 4999. The Accountants’ good faith determinations shall engage such other accounting firm as the Audit Firm shall recommend in writing to be final and binding on the Company to perform such calculations (and the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)Executive. The Company shall bear be responsible for all fees and expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested incurred by the Associate or Accountants in connection with the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is calculations required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationthis Section.16.

Section 280G. (a) In Notwithstanding any other provision of this Agreement to the event that the total amount of contrary, if any payments or benefits provided or to be received provided to or for the benefit of Executive (or Executive’s beneficiary, legal representatives or estate, as the case may be) by the Associate, Company or its affiliates (or any successors thereto) (whether pursuant to the terms of this Agreement or otherwise, that are contingent upon a change in ownership or control ) (within the meaning of Section 280G of the Code“Payments”) wouldthat, but for this Section 18(a8(e), would be subject considered “excess parachute payments” under Code Section 280G, then such Payments shall be limited to the greatest amount which may be paid or provided to or in respect of Executive under Code Section 280G without causing the imposition of an excise tax imposed by on Executive under Code Section 4999 of the Code (the “Excise Tax”or any successor provision), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount if, by reason of such paymentsreduction, the net after tax benefit to Executive of such reduced Payments shall exceed the net after tax benefit of the Payments if such reduction were not made. The determination of whether the Payments would be considered excess parachute payments and after payment the calculation of all applicable taxes on the reduced amount, is equal amounts referred to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxesin this Section 8(e), including the Excise Tax. relative net after tax benefits (b) The which shall take into account, without limitation, all applicable federal, state and local employment, income and excise taxes), shall be made by a nationally recognized accounting firm engaged selected by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing Executive and reasonably agreeable to the Company to perform such calculations and at the expense of the Company (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such , which Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, calculations. Executive shall have a reasonable period of time in which to review the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time determination made by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect and Company and Executive agree to cooperate generally and in good faith regarding such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such paymentsdetermination. Any good faith determinations of final determination by the Accounting Firm made hereunder shall be final, binding, binding upon the Company and conclusive upon Associate and Executive. In the Company. If a reduction event that the Payments to or in payments or benefits constituting “parachute payments” is required by respect of the Executive are to be reduced in accordance with this Section 18(a8(e), the reduction reductions shall occur be made in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); i) cancellation of accelerated vesting of stock awardsoptions for which the per share exercise price exceeds the then per share fair market value of the Company’s common stock; (ii) reduction of employee benefits. In cash payments that do not constitute deferred compensation within the event that meaning of Code Section 409A; (iii) cancellation of accelerated vesting of stock awards is to be reduced, such options for which the per share exercise price does not exceed the then per share fair market value of the Company’s common stock; (iv) cancellation of accelerated vesting of restricted stock; and (v) reduction in any other payments or benefits in a manner that complies with Code Section 409A. Within each such category, the Payments that will result in the greatest present value reduction in the Payments with the least reduction in economic value to Executive shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationreduced first.

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by the AssociateExecutive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code) Code and would, but for this Section 18(a)5.9, be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise 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 until no amount payable to the maximum amount that Executive will cause the total amounts of the payments not to be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but only if the amount of such payments, after such reduction and after payment of all applicable taxes not below zero) on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxa pro rata basis. (b) The All calculations and determinations under this Section 10 shall be made by an independent accounting firm engaged or independent tax counsel appointed by the Company for general audit purposes (the “Audit FirmTax Counsel”) whose determinations shall perform any be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations10, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)make its determinations under this Section 10. The Company shall bear all expenses costs the Tax Counsel may reasonably incur in connection with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationservices.

Section 280G. (a) In Notwithstanding anything in this Agreement or otherwise to the contrary, in the event that the total amount any payment, award, benefit or distribution (or any acceleration of payments to be received any payment, award, benefit or distribution) by the AssociateIssuer, the Company or any member of the Company Group, or any entity that effectuates a change of control (or any of its affiliates) to or for the benefit of the Employee (whether pursuant to the terms of this Agreement or any other plan, equity-based award, arrangement, agreement or otherwise) (all such payments, that are contingent upon a change in ownership or control (within awards, benefits and/or distributions being hereinafter referred to as the meaning of Section 280G of the Code“Total Payments”) would, but for this Section 18(a), would be subject to the excise tax imposed by under Section 4999 of the Code (or any successor provision) (the “Excise Tax”), then: a. If no “stock” of the Company Group is then “readily tradable” on an “established securities market” or otherwise within the amount meaning of Section 280G(b)(5)(A)(ii)(I) of the Code, prior to the closing of the applicable transaction, the Company (or the applicable corporation undergoing a change in control) shall make good faith efforts to obtain shareholder approval of the Total Payments, such that upon shareholder approval, such portion of the Total Payments shall be not subject to the Excise Tax. The Employee shall fully cooperate to ensure that such shareholder approval of all such Total Payments is valid (including by executing all required waivers). Failure to obtain such shareholder approval following good faith efforts of the Company (or the applicable corporation undergoing a change in control) shall not constitute a breach of this Agreement or result in any additional payments to be received by made to the Associate pursuant Employee with respect to the Excise Tax. In addition, the Employee can voluntarily decide not to execute the waiver, in which case the failure of the Company (or the applicable corporation undergoing a change in control) to obtain such shareholder approval shall not constitute a breach of this Agreement or otherwise shall result in any additional payments to be reduced made to the maximum amount Employee with respect to the Excise Tax. b. In the event that will cause (i) the total amounts shareholder approval described in Section 19(a) is not obtained or (ii) the “stock” of the payments Company Group is “readily tradable” on an “established securities market” or otherwise within the meaning of Section 280G(b)(5)(A)(ii)(I) of the Code, then, to the extent necessary to make such portion of the Total Payments not to be subject to the Excise Tax, but only the portion of the Total Payments that do not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced (if the amount of such paymentsnecessary, after to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero), with any such reduction and after payment being made as follows: cash payments being reduced before equity-based compensation or other non-cash compensation or benefits, in each case, in reverse order beginning with payments or benefits that are to be paid the furthest in time from consummation of all applicable taxes on the reduced amount, transaction that is equal subject to or greater than Section 280G of the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18Code; provided that, if for any reason in the Audit Firm is unable tocase of all of the foregoing Total Payments, or declines toall amounts that are not subject to calculation under Treas. Reg. §1.280G-1, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the CompanyQ&A-24(b) or such other time (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) as requested by the Associate or the Company. If the Accounting Firm determines that would result in no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations portion of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting being considered “excess parachute payments” is required by under Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order 280G of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In the event that the total amount of payments to be received it is determined by the Associate, pursuant Company in its sole discretion that any payment or benefit to Executive under this Agreement or otherwise, either cash or non-cash, that are contingent upon a change Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, equity grants or any benefits payable to Executive under any plan for the benefit of employees, would constitute an “excess parachute payment” (as defined in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 18(a), then, notwithstanding any contrary provisions in any plan, program or policy of the Company, the Company shall reduce Executive’s payments and benefits payable under this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Code Section 4999 4999, but only if, by reason of such reduction, the Net After-Tax Benefit to the Executive shall exceed the Net After-Tax Benefit if such reduction were not made. “Net After-Tax Benefit” for these purposes shall mean the sum of (i) the total amount payable to Executive under this Agreement, plus (ii) all other payments and benefits which Executive receives or is then entitled to receive from the Company that, alone or in combination with the payments and benefits payable under this Agreement, would constitute a “parachute payment” within the meaning of Code Section 280G, less (the “Excise Tax”), then iii) the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable federal income taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses payable with respect to the determinations by foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based upon the rate in effect for such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make year as set forth in the determinations Code at the time of the payment under this Section 18 shall provide its calculationsAgreement), together with detailed supporting documentation, to less (iv) the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be amount of excise taxes imposed with respect to such paymentsthe payments and benefits described in (i) and (ii) above by Code Section 4999. Any good faith determinations of the Accounting Firm made hereunder The parachute payments reduced shall be finalthose that provide Executive the best economic benefit and to the extent any parachute payments are economically equivalent with each other, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction each shall occur in the following order unless the Associate elects in writing a different order (be reduced pro rata; provided, however, that such election shall be subject Executive may elect to have the Company’s approval if made on noncash payments and benefits due to Executive reduced (or after the date on which the event that triggers the payment occurs and eliminated) prior to the extent that such election does not violate Code Section 409A): any reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise due under this Agreement. All determinations required to be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting under this Section shall be cancelled made by tax counsel reasonably acceptable to Executive and the Company or any other third party acceptable to the Executive and the Company (“Tax Counsel”). Tax Counsel shall provide detailed supporting calculations both to the Company and Employee. All fees and expenses of Tax Counsel shall be borne solely by the Company. Absent manifest error, any determination by Tax Counsel shall be binding upon the Company and Employee. For purposes of determining whether and the extent to which any payments would constitute a “parachute payment” (i) no portion of any payments or benefits that Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of Code Section 280G(b) shall be taken into account, (ii) no portion of the payments shall be taken into account which, in the reverse order opinion of Tax Counsel, does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2) (including by reason of Code Section 280G(b)(4)(A)) and, in calculating the excise tax, no portion of such payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Code Section 280G(b)(4)(B), in excess of the grant date “base amount” (within the meaning set forth in Code Section 280G(b)(3)) allocable to such reasonable compensation, and (iii) the value of any noncash benefit or any deferred payment or benefit included in the Associate’s stock awards unless payments shall be determined by Tax Counsel in accordance with the Associate elects in writing a different order for cancellationprinciples of Code Sections 280G(d)(3) and (4).

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by the AssociateEmployee (including, without limitation, any payment or benefits received in connection with a Change in Control or Employee’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code) Code and would, but for this Section 18(a)12, be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then prior to making the amount of payments to be received by the Associate pursuant to this Agreement or otherwise 280G Payments, a calculation shall be reduced made comparing (i) the Net Benefit (as defined below) to Employee of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee if the 280G Payments are limited to the maximum amount that will cause the total amounts of the payments not extent necessary to be avoid being subject to the Excise Tax, but only . Only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, calculated under (i) above is equal to or greater less than the amount under (ii) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of such payments the Associate would otherwise be entitled 280G Payments is subject to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged . “Net Benefit” shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 12 shall be made in a manner determined by the Company for general audit purposes that is consistent with the requirements of Section 409A. All calculations and determinations under this Section 12 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Audit FirmTax Counsel”) whose determinations shall perform any be conclusive and binding on the Company and Employee for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations12, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and Employee shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)make its determinations under this Section 12. The Company shall bear all expenses costs the Tax Counsel may reasonably incur in connection with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationservices.

Section 280G. (a) In Notwithstanding anything in this Agreement or otherwise to the contrary, in the event that the total amount any payment, award, benefit or distribution (or any acceleration of payments to be received any payment, award, benefit or distribution) by the AssociateIssuer, the Company or any member of the Company Group, or any entity that effectuates a change of control (or any of its affiliates) to or for the benefit of the Employee (whether pursuant to the terms of this Agreement or any other plan, equity-based award, arrangement, agreement or otherwise) (all such payments, that are contingent upon a change in ownership or control (within awards, benefits and/or distributions being hereinafter referred to as the meaning of Section 280G of the Code“Total Payments”) would, but for this Section 18(a), would be subject to the excise tax imposed by under Section 4999 of the Code (or any successor provision) (the “Excise Tax”), then: (a) If no “stock” of the Company Group is then the amount of payments to be received by the Associate pursuant to this Agreement “readily tradable” on an “established securities market” or otherwise within the meaning of Section 280G(b)(5)(A)(ii)(1) of the Code, prior to the closing of the applicable transaction, the Company (or the applicable corporation undergoing a change in control) shall make good faith efforts to obtain shareholder approval of the Total Payments, such that upon shareholder approval, such portion of the Total Payments shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of . The Employee shall fully cooperate to ensure that such payments, after such reduction and after payment shareholder approval of all such Total Payments is valid (including by executing all required waivers). Failure to obtain such shareholder approval following good faith efforts of the Company (or the applicable taxes on corporation undergoing a change in control) shall not constitute a breach of this Agreement or result in any additional payments to be made to the reduced amountEmployee with respect to the Excise Tax. In addition, is equal the Employee can voluntarily decide not to execute the waiver, in which case the failure of the Company (or greater than the amount applicable corporation undergoing a change in control) to obtain such shareholder approval shall not constitute a breach of such this Agreement or result in any additional payments to be made to the Associate would otherwise be entitled Employee with respect to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The in the event that (i) the shareholder approval described in Section 19(a) is not obtained or (ii) the “stock” of the Company Group is “readily tradable” on an “established securities market” or otherwise within the meaning of Section 280G(b)(5)(A)(ii)(I) of the Code, then, to the extent necessary to make such portion of the Total Payments not subject to the Excise Tax, the portion of the Total Payments that do not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced (if necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero), with any such reduction being made as follows: cash payments being reduced before equity-based compensation or other non-cash compensation or benefits, in each case, in reverse order beginning with payments or benefits that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code, provided that, in the case of all of the foregoing Total Payments, all amounts that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) as would result in no portion of the payments being considered “excess parachute payments” under Section 280G of the Code. (c) Section 19(b) shall not apply and no reduction of Total Payments will occur if (i) clause 19(b)(ii) is applicable and (ii) (1) the net amount of such Total Payments, as reduced pursuant to Section 19(b) (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is less than (2) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of excise tax to which the Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (d) Any determinations that are made pursuant to this Section 19 shall be made by a nationally recognized certified public accounting firm engaged that shall be selected by the Company for general audit purposes (and paid by the Company) prior to any transaction that is subject to Section 280G of the Code (the “Audit FirmAccountant”) ), which determination shall perform any calculations necessary be certified by the Accountant and set forth in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing a certificate delivered to the Company to perform such calculations (Employee setting forth in reasonable detail the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations basis of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the CompanyAccountant’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationdeterminations.

Section 280G. (a) In This Section 8 shall apply if the event that the total amount of payments and benefits provided to be received by the Associate, you pursuant to the terms of this Agreement Agreement, the Letter Agreement, the Prior Employment Agreement, or otherwise, that are contingent upon a change in ownership or control (within connection with the meaning of Section 280G of tender offer and/or merger provided for in the Code) wouldMerger Agreement, but for this Section 18(a), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) as a result of the Payment being required to be taken into account under Section 280G(b)(2) of the Code (such excise tax, together with any interest and penalties, are hereinafter referred to as the “Excise Tax”). It is the intention of the Company and you in applying this Section 8 that you receive the maximum net after-tax benefit from this Agreement. To effectuate said intention, then the Company and you agree that the amount of payments to be received by the Associate pursuant to any payment or benefit described in this Agreement shall be payable only if: (i) the net amount that would be retained by you after deduction of all taxes applicable to the payment or otherwise benefit, including the Excise Tax, is greater than (ii) the net amount that would be retained by you after deduction of all taxes applicable to the payment or benefit after the payment or benefit is reduced to the maximum amount which you may receive without becoming subject to the Excise Tax. If the amount described in clause (ii) of the previous sentence is greater than the amount described in clause (i), then you agree that such payment or benefit you are entitled to receive under this Agreement shall be reduced to the maximum amount that will cause you may receive without causing the total amounts of the payments not payment or benefit to be subject to the Excise TaxTax (any such reduction in payments or benefits shall be referred to herein as a “Cutback”). Subject to the provisions of this Section 8, but only if all determinations required to be made under this Section 8, including the determination of whether a Cutback is required and of the amount of any such paymentsCutback, after such reduction and after payment of all applicable taxes on the reduced amount, is equal shall be made by PricewaterhouseCoopers LLP (or if they are unwilling or unable to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. serve Deloitte & Touche USA LLP) (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company , which shall bear all expenses with respect provide detailed supporting calculations both to the determinations by such Accounting Firm required to Company and you and shall be made hereunder. The Accounting Firm engaged to make on the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Companybasis of substantial authority. If the Accounting Firm determines that no Excise Tax a Cutback is payable with respect to such paymentsrequired under this Section 8, it shall furnish you with a written opinion that it is “more likely than not”, or such higher standard as adopted by the Associate and Treasury Department from time to time, that the Cutback is so required. Any determination by the Accounting Firm meeting the requirements of this Section 8 shall be binding on the Company with an opinion reasonably acceptable and you, subject only to Associate that no Excise Tax will be imposed with respect to such paymentsthis Section 8. Any good faith determinations The fees and disbursements of the Accounting Firm made hereunder in performing the determinations under this Section shall be final, binding, and conclusive upon Associate and borne solely by the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a)Notwithstanding the foregoing, the reduction shall occur in the following order unless the Associate elects in writing a different order (providedparties acknowledge that, however, that such election shall be subject prior to the Company’s approval if made Start Date, the Accounting Firm will prepare a good faith estimate of Excise Tax implications of payments and benefits that are provided to you under this Agreement on or after before the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationStart Date.

Section 280G. (a) In If any payment or benefit the event that Executive would receive under this Agreement, when combined with any other payment or benefit the total amount of payments to be received by the AssociateExecutive receives (“Payment”), pursuant to this Agreement or otherwise, that are contingent upon would (A) constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code, and (B) would, but for this Section 18(a)sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either (1) the full amount of such Payment or (2) such lesser amount (with cash payments to be received by being reduced before stock option compensation) as would result in no portion of the Associate pursuant to this Agreement or otherwise shall be reduced Payment being subject to the maximum amount that will cause the total amounts Excise Tax, whichever of the payments not to foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. For these purposes, but only if the amount of federal and state income taxes payable with respect to the foregoing shall be calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based upon the rate in effect for such payments, after such reduction and after payment year as set forth in the Code at the time of all applicable taxes on termination of the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise TaxExecutive’s employment). (b) The All determinations required to be made under this Section 4.11(b), including whether and to what extent the Payments shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by the nationally recognized certified public accounting firm engaged used by the Company for general audit purposes (immediately prior to the “Audit Firm”) shall perform any calculations necessary effective date of the Change in connection with this Section 18; provided thatControl or, if for any reason the Audit Firm is unable tosuch firm declines to serve, or declines to, perform such calculations, the Company shall engage such other nationally recognized certified public accounting firm as the Audit Firm shall recommend in writing to may be designated by the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, calculations both to the Associate Executive and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as is requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate All fees and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations expenses of the Accounting Firm made hereunder shall be final, binding, and conclusive borne solely by the Company. Any determination by the Accounting Firm shall be binding upon Associate Executive and the Company. If a reduction in payments or benefits constituting “parachute payments” is For purposes of making the calculations required by this Section 18(a4.11(b), the reduction Accounting Firm 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 Code. THIRD: The following amendments to the Agreement are adopted in respect of Code Section 409A: (a) A sentence shall occur be added at the end of Section 2.1(b), which reads: “In no event will Executive’s annual bonus be paid later than March 15th of the calendar year following the calendar year to which such annual bonus relates.” (b) Section 4.7 shall be revised in its entirety to read: “As a condition to receiving any payments set forth in Section 4.2 through 4.5, the Executive (or his executor) shall be required to execute and not revoke a waiver and release of claims in favor of the Company and its Affiliates, in the form attached hereto as EXHIBIT B, no later than the 60th day following order unless Executive’s termination, and, to the Associate elects in writing extent reasonably necessary, for a different order (provided180-day period following such employment termination, however, that such election shall be subject make himself reasonably available to provide transition services and consultation to the Company, subject to his other business and personal commitments; PROVIDED, HOWEVER, that the level of such services and consultation does not exceed 20 percent of the level of the average level services Executive provided to the Company and its Affiliates in the 36-month period preceding such termination so as not to lose the presumption that such termination constitutes a “separation from service” under Section 409A of the Code and Treasury Regulation 1.409A-1(h).” (c) A new Section 7.15 is added, which reads as follows: “This Agreement and the payments hereunder are intended to be exempt from or to satisfy the requirements of Section 409A of the Code, including published guidance and regulations interpreting such Section, and should be interpreted accordingly. In particular, and without limiting the preceding sentence, if the Company determines Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code and determined in accordance with Treas. Reg. § 1.409A-1(i) and the Company’s approval specified employee identification policy, if made any, in effect on or the date of Executive’s termination) as of date of Executive’s termination, then any payment under this Agreement that is treated as deferred compensation payable on account of Executive’s separation from service under Section 409A of the Code shall be accumulated and paid on the date that is six months after the date on of separation from service (or Executive’s death, if occurring earlier) (without interest or earnings). Further, any reference to “termination of employment” shall mean, where applicable, a “separation from service” as set forth under Section 409A of the Code and Final Treasury Regulation § 1.409A-1(h). In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the event that triggers the payment occurs and to meaning of Code Section 409A. To the extent that any reimbursements made pursuant to this Agreement are taxable to Executive, any such election does not violate Code Section 409A): reduction of cash payments (reimbursement payment due to Executive shall be paid to Executive as promptly as practicable, and in reverse order no event later than the last day of the date on calendar year following the calendar year in which the expense was incurred. The reimbursements made pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such cash payments would otherwise be made with benefits and reimbursements that Executive receives in one taxable year shall not affect the cash payments amount of such benefits or reimbursements that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefitsExecutive receives in any other taxable year. In the event that accelerated vesting any provision of stock awards this Agreement is inconsistent with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision. In accordance with the foregoing, Executive shall not have a legally binding right to be reducedany distribution made to Executive in error. Notwithstanding the foregoing, such accelerated vesting shall be cancelled in the reverse order no event will any of the grant date Company, its Affiliates or their respective officers, directors, employees, or agents have any liability for failure of the Associate’s stock awards unless Agreement to satisfy Code Section 409A and none of the Associate elects in writing a different order for cancellation.foregoing guarantees that the Agreement complies with Code Section 409A.”

Section 280G. (a) In Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that the total amount of payments to be received any accrual, acceleration, payment, benefit or distribution by the Associate, Company or any of its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that are contingent upon ) (a change in ownership or control (“Payment”) would be an excess parachute payment within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (such excess only, an “Excess Payment”), and provided that at such time the Company is readily tradeable on an established securities market, then Executive shall forfeit all Excess Payments if the after-tax value to Executive of the Payments, as reduced by such forfeiture, would be greater than the after-tax value to Executive of the Payments absent such forfeiture. The forfeiture of Excess Payments, if applicable, shall be applied to the severance described in Section 5(c) hereof, then to cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant), then to cancellation of accelerated vesting of other equity awards (based on the reverse order of the date of grant), and then to any other Payments on a pro-rata basis. All determinations required to be made under this Section 5(d), including whether and when a Payment is subject to section 280G of the Code) would, but and the value of a Payment for this Section 18(a), be subject to the excise tax imposed by Section 4999 purposes of section 280G of the Code (Code, and the “Excise Tax”), then the amount of payments assumptions to be received by the Associate pursuant to this Agreement or otherwise utilized in arriving at such determination, shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The made by an accounting firm engaged with expertise in such matters designated by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect will direct the Accounting Firm to provide its determination and detailed supporting calculations both to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate Company and the Company Executive within fifteen (15) calendar business days after the date on which of the Associate’s right event giving rise to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) Payment or such other time as is requested by the Associate or the Company. If Any determination by the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and be binding upon the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such paymentsand Executive. Any good faith determinations All fees and expenses of the Accounting Firm made hereunder for services performed pursuant to this Section 5(d) shall be final, binding, and conclusive upon Associate and borne solely by the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by the AssociateManager (including, without limitation, any payment or benefits received in connection with a Change in Control or the Manager’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code) Code and would, but for this Section 18(a)5.9, be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise 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 until no amount payable to the maximum amount that Manager will cause the total amounts of the payments not to be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but only if the amount of such payments, after such reduction and after payment of all applicable taxes not below zero) on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxa pro rata basis. (b) The All calculations and determinations under this Section 10 shall be made by an independent accounting firm engaged or independent tax counsel appointed by the Company for general audit purposes (the “Audit FirmTax Counsel”) whose determinations shall perform any be conclusive and binding on the Company and the Manager for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations10, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Manager shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)make its determinations under this Section 10. The Company shall bear all expenses costs the Tax Counsel may reasonably incur in connection with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationservices.

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by the AssociateExecutive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code) Code and would, but for this Section 18(a)2.9, be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then the amount of payments to such 280G Payments shall be received either (i) be paid in full, or (ii) reduced in a manner determined by the Associate pursuant to this Agreement or otherwise shall be reduced Company (by the minimum possible amounts) that is consistent with the requirements of Section 409A until no amount payable to the maximum amount that Executive will cause the total amounts of the payments not to be subject to the Excise Tax, but only if whichever of the amount of such paymentsforegoing amounts, after such reduction taking into account the applicable federal, state and after payment of all applicable local income taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including and the Excise Tax, results in the receipt by the Executive on an after-tax basis of the greatest amount of 280G Payments. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata basis. (b) The All calculations and determinations under this Section 2.9 shall be made by an independent accounting firm engaged or independent tax counsel appointed by the Company for general audit purposes (the “Audit FirmTax Counsel”) whose determinations shall perform any be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations2.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)make its determinations under this Section 2.9. The Company shall bear all expenses costs the Tax Counsel may reasonably incur in connection with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationservices.

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by the AssociateExecutive (including, without limitation, any payment or benefits received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively refer to herein as the "280G Payments") constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") would, but for this Section 18(a), and will be subject to the excise tax imposed by under Section 4999 of the Code (the “"Excise Tax”"), then the Company shall pay to the Executive, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Executive, plus the amount of payments necessary to be received by put the Associate pursuant to this Agreement or otherwise shall be reduced to Executive in the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction same after-tax position (taking into account any and after payment of all applicable federal, state and local excise, income or other taxes at the highest applicable rates on the reduced amount, is equal to such 280G Payments and on any payments under this Section 7(a) or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the otherwise) as if no Excise TaxTax had been imposed. (b) The All calculations and determinations under this Section 7 shall be made by an independent accounting firm engaged or independent tax counsel appointed by the Company for general audit purposes (the “Audit Firm”"Tax Counsel") whose reasonable, good faith determination shall perform any be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations7(b), the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the applicability of Section 280G and Section 4999 of the Code. The Company and the Executive shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”make its determinations under this Section 7(b). The Company shall bear all expenses costs of the Tax Counsel reasonably incurred in connection with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations performance of its duties under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a7(b), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. If any payment or benefit Executive will or may receive from the Company under this Agreement or otherwise would (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the CodeCode (a “280G Payment”) wouldand, (b) but for this Section 18(a)sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments Company shall cause to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total determined, before any amounts of the payments not 280G Payment are paid to Executive, which of the following two amounts would maximize Executive’s after-tax proceeds: (i) payment in full of the entire amount of the 280G Payment (a “Full Payment”), or (ii) payment of only a part of the 280G Payment, so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the 280G Payment notwithstanding that all or some portion of the 280G Payment may be subject to the Excise Tax, but only if the amount . For purposes of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal determining whether to make a Full Payment or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculationsa Reduced Payment, the Company shall engage 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 other accounting firm as state and local taxes). If a Reduced Payment is made, (A) the Audit Firm 280G Payment shall recommend in writing be paid only to the Company extent permitted under the Reduced Payment alternative, and Executive shall have no rights to perform such calculations any additional payments and/or benefits constituting the 280G Payment, and (B) reduction in payments and/or benefits shall occur in the Audit Firm or such other accounting firmmanner that results in the greatest economic benefit for Executive, as applicable, being hereinafter referred to as determined in the “Accounting Firm”)Company’s reasonable good faith discretion. The Company shall bear all expenses with respect to the All determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 9(n), including whether an Excise Tax would otherwise be imposed, whether the Payments shall provide its calculationsbe reduced, together with detailed supporting documentation, to the Associate amount of any such reduction and the Company within fifteen (15) calendar days after the date on which the Associate’s right assumptions to be utilized in arriving at such determinations not expressly provided for herein, shall be made in a payment contingent on a Change in Control is triggered (if requested at that time manner determined by Associate or the Company) or such other time as requested by the Associate or the Company. If Any determination by the Accounting Firm determines that no Excise Tax is payable with respect to such paymentsCompany shall be binding upon Executive, it shall furnish the Associate absent manifest error. For purposes of determining whether and the Company with an opinion reasonably acceptable extent to Associate that no Excise Tax which the payments will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after Excise Tax: (i) no portion of the date on payments shall be taken into account which the event that triggers the payment occurs and to the extent that such election does not violate Code constitute a “parachute payment” within the meaning of Section 409A): reduction of cash payments (in reverse order 280G(b)(2) of the date on which Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and (ii) in calculating the Excise Tax, no portion of such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in taken into account which constitutes reasonable compensation for services actually rendered, within the reverse order meaning of Section 280G(b)(4)(B) of the grant date Code, in excess of the Associate’s stock awards unless “base amount” (as set forth in Section 280G(b)(3) of the Associate elects in writing a different order for cancellationCode) that is allocable to such reasonable compensation.

Section 280G. (a) In Notwithstanding anything contained in this Agreement to the event contrary, (i) to the extent that any payment or distribution of any type to or for the total amount of payments to be received Executive by the AssociateCompany, pursuant to this Agreement or otherwiseany Affiliate of the Company, that are contingent upon a change in any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 280G”)and the regulations thereunder), or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) constitute “parachute payments” (within the meaning of Section 280G), and if (ii) such aggregate would, but for this Section 18(a)if reduced by all federal, be subject to state and local taxes applicable thereto, including the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G) to only three times the Executive’s “base amount” (within the meaning of payments to be received by the Associate pursuant to this Agreement or otherwise Section 280G), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the maximum amount extent necessary so that will cause no Payments to be made or benefit to be provided to the total amounts of the payments not to Executive shall be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal . All determinations required to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The made under this Section 6.2 shall be made by a nationally recognized accounting firm engaged that is (i) not serving as accountant or auditor for the individual, entity or group effecting the change in control and (ii) selected by the Company for general audit purposes with the consent of the Executive which consent shall not be unreasonably withheld, conditioned or delayed (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company , which shall bear all expenses with respect to provide detailed supporting calculations (which detailed supporting calculations shall include specific information about each Payment (including the determinations by amount of each Payment) and such Accounting Firm required to be made hereunder. The Accounting Firm engaged other information as the Executive shall reasonably request or need to make the determinations determination required of the Executive under this Section 18 shall provide its calculations, together with detailed supporting documentation, 6.2 both to the Associate Company and the Company Executive within fifteen thirty (1530) calendar business days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered Termination Date (if requested at that time by Associate or the Company) or such other earlier time as is requested by the Associate or Company). Any such determination by the CompanyAccounting Firm shall be binding upon the Company and the Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to such paymentsPayments are so reduced, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Accounting Firm made hereunder shall be finalPayments which are not payable in cash (other than that portion of the Payments subject to clause (C) hereof), binding(B) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, and conclusive upon Associate and the Company. If a reduction in each case in reverse order beginning with payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is are to be reduced, such accelerated vesting shall be cancelled paid the farthest in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationtime.

Section 280G. (a) In The Executive shall bear all expense of, and be solely responsible for, any Excise Tax; provided, however, in the event that the total amount Accounting Firm shall determine that receipt of all payments or distributions in the nature of compensation to be received by or for the Associatebenefit of the Executive, whether paid or payable pursuant to this Agreement or otherwiseotherwise (the “Payments”) would subject the Executive to tax under Section 4999 of the Code, the Accounting Firm shall determine whether the Payments shall be reduced (but not below zero) to meet the definition of Reduced Amount (as defined below). The Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that are contingent the Net After-Tax Receipt (as defined below) of unreduced aggregate Payments would be equal to or less than one-hundred ten percent (110%) of the Net After-Tax Receipt of the aggregate Payments if the Payments were reduced to the Reduced Amount. (b) If the Accounting Firm determines that aggregate Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than five (5) business days following the Effective Date, or such later date on which there has been a Payment. The reduction of the Payments, if applicable, shall be made in the order that would provide the Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Code Sections 280G and 409A designated by the Executive, or otherwise determined by the Accounting Firm). All fees and expenses of the Accounting Firm in implementing the provisions of this Section 8 shall be borne by the Company. To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing services provided or to be provided by the Executive (including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of the Corporation (within the meaning of Q&A-2(b) of Section 280G of the Code) would, but for this Section 18(a), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of Section 280G of the Code in accordance with Q&A-5(a) of Section 280G of the Code. (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 shall 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 shall 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 Reduced 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 high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment to the Company, without interest; provided, however, that no amount shall be payable by the Executive to the Company if and to the extent such payment would not either reduce the amount on which the Executive is subject to the excise tax imposed by under Section 1 and Section 4999 of the Code (or generate a refund of such taxes. In the “Excise Tax”)event that the Accounting Firm, then the amount of payments to be received by the Associate pursuant to this Agreement based upon controlling precedent or otherwise substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction paid promptly (and after payment of all applicable taxes on the reduced amount, is equal to or greater in no event later than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. sixty (b60) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after following the date on which the Associate’s right to a payment contingent on a Change in Control Underpayment is triggered (if requested at that time by Associate or the Companydetermined) or such other time as requested by the Associate Company to or for the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations benefit of the Accounting Firm made hereunder shall be finalExecutive, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by without interest. (d) For purposes of this Section 18(a)8, the reduction shall occur in following terms have the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.meanings set forth below:

Section 280G. (a) In Notwithstanding anything contained in this Agreement to the event contrary, to the extent that the total amount of payments to be received by the Associate, pursuant to and benefits provided under this Agreement and under any other plan or otherwiseagreement (collectively, that are contingent upon a change in ownership or control (within the meaning of Section 280G of “Payments”) would subject the Code) would, but for this Section 18(a), be subject Executive to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)) imposed under Section 4999 of the Code, then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise Payments shall be reduced (but not below zero) to the maximum amount extent necessary such that will cause the total amounts no portion of the payments not to Payments will be subject to the Excise Tax. . All determinations related to the Excise Tax under this Section 9 shall be made by the 280G Firm, but only if the amount of and all such payments, after such reduction determinations shall be final and after payment of all applicable taxes binding on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculationsExecutive, the Company shall engage such other accounting firm as and the Audit Company’s Subsidiaries and Affiliates. The fees and expenses of the 280G Firm shall recommend in writing be paid by the Company. At the time of the initial determination by the 280G Firm hereunder, it is possible that the total Payments will have been made to the Company Executive which should not have been made (an “Overpayment”) or that an amount which will not have been made to perform such calculations the Executive could have been made (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the an “Accounting FirmUnderpayment”). The Company shall bear all expenses , in each case, consistent with respect to the determinations by such Accounting Firm calculations required to be made hereunder. The Accounting In the event that the 280G Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Executive that the 280G Firm engaged believes has a high probability of success, determines an Overpayment has been made, any such Overpayment paid or distributed to make or for the determinations under this Section 18 benefit of the Executive shall provide its calculations, be repaid by the Executive to the payor (or such person designated by the payor) together with detailed supporting documentation, to interest at the Associate and the Company within fifteen (15applicable Federal rate provided in Section 7872(f)(2) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (Code; provided, however, that such election no amount shall be subject payable by the Executive to the Company’s approval payor (or such person designated by the payor) if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does deemed payment would not violate Code either reduce the amount on which the Executive is subject to tax under Section 409A): reduction of cash payments (in reverse order 4999 of the date on which Code or generate a refund of such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefitstaxes. In the event that accelerated vesting of stock awards is to be reducedthe 280G Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such accelerated vesting Underpayment shall be cancelled in promptly paid to or for the reverse order benefit of the grant date Executive together with interest at the applicable Federal rate provided in Section 7872(f)(2) of the AssociateCode; provided further that any such Underpayment shall constitute a payment (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)) separate and apart from the total Payments; and provided, further that any such Underpayment shall be deemed a disputed payment (within the meaning of Treasury Regulation Section 1.409A-3(g)) and shall be made no later than the end of the Executive’s stock awards unless first taxable year in which the Associate elects in writing a different order for cancellation280G Firm determines pursuant to this Section 9 that such Underpayment is due.

Section 280G. (a) In the event that any payment or benefit made or provided to or for the total amount benefit of payments to be received by the AssociateExecutive under this Agreement, pursuant to this Agreement or otherwiseunder any plan, that are contingent upon agreement, program or arrangement of the Company, of any Person effecting a change in ownership or control of the Company (within the meaning of Section a “280G Change in Control”), or any affiliates of any of the Codeforegoing (a “Payment”) would, but for this Section 18(a), is determined to be subject to the any excise tax (“Excise Tax”) imposed by Section 4999 of the Code (Code, or any comparable state or local tax provision, the “Excise Tax”), then Company shall reduce the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced such Payment to the maximum greatest amount that will cause can be paid to the total amounts Executive without any portion of the payments not to be Payment being subject to the Excise Tax; provided however, but that such reduction shall be made only to the extent that the reduction results in the Executive retaining a greater “After Tax Amount” (as defined below) of the Payments following the reduction than the After Tax Amount of the Payments the Executive would have retained if no such reduction had taken place. For purposes of the foregoing, (i) the “After Tax Amount” of the Executive’s Payments, as computed with and as computed without the reduction provided for in this Section 22, shall mean the amount of the Payments, as so computed, that the Executive would retain after payment of all taxes (including any federal, state or local income taxes, the Excise Tax or other excise taxes, any employment, social security or Medicare taxes, and any other taxes) imposed with respect to such Payments in the year or years in which payable and (ii) the amount of such paymentstaxes shall be computed at the rates in effect under the applicable tax laws in the year in which the applicable 280G Change in Control occurs, after or if then ascertainable, the rates in effect in any later year in which any Payment is expected to be paid, and in the case of any income taxes, by using the combined federal, state and (if applicable) local income tax rates then in effect under such reduction and after payment laws. The determination of all applicable taxes on whether any Payment is subject to the reduced amountExcise Tax and, is equal to or greater than if so, the amount of such payments any reduction shall be made by an independent, nationally recognized United States public accounting firm (the Associate would otherwise “Auditor”). The Auditor shall be entitled selected by the Company (subject to retain without such reduction after the payment Executive’s approval, which shall not be unreasonably withheld or delayed), and shall be paid for by the Company. Such determination shall be made no later than fifteen (15) days following the closing of all applicable taxesthe transaction or the occurrence of the event that constitutes the 280G Change in Control, or as soon thereafter as administratively practicable. The Auditor shall provide a written report of its determinations hereunder, including detailed supporting calculations, both to the Executive and to the Company. In the absence of manifest error, the determinations made by the Auditor hereunder shall be binding upon the Executive and the Company. The Parties shall cooperate with each other in connection with any Proceeding or Claim relating to the existence or amount of any liability for any Excise Tax. (b) The accounting firm engaged by Any reductions in the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with Executive’s Payments required to be made pursuant to this Section 1822 above shall be made in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; provided that(ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, if for Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any reason the Audit Firm is unable toequity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will next be reduced; (v) all other non-cash benefits not otherwise described in clauses (ii) or declines to, perform (iv) will be next reduced pro-rata. Within ten (10) days following such calculationsdetermination hereunder, the Company shall engage pay or distribute to or for the benefit of the Executive such other accounting firm amounts as the Audit Firm shall recommend in writing are then due to the Company Executive under this Agreement and shall promptly pay or distribute to perform or for the benefit of the Executive such calculations (the Audit Firm or such other accounting firm, amounts as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect become due to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, bindingExecutive under, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made accordance with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reducedterms of, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationthis Agreement.

Section 280G. (a) In the event that any payment or benefit made or provided to or for the total amount benefit of payments to be received the Executive under this Agreement, or under any plan, agreement, program or arrangement of the Company, by the Associate, pursuant to this Agreement or otherwise, that are contingent upon any Person effecting a change in ownership or control of the Company (within the meaning of Section a “280G Change in Control”), or any affiliates of any of the Codeforegoing (a “Payment”) would, but for this Section 18(a), is determined to be subject to the any excise tax (“Excise Tax”) imposed by Section 4999 of the Code (Code, or any comparable state or local tax provision, the “Excise Tax”), then Company shall reduce the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced such Payment to the maximum greatest amount that will cause can be paid to the total amounts Executive without any portion of the payments not to be Payment being subject to the Excise Tax; provided however, but that such reduction shall be made only to the extent that the reduction results in the Executive retaining a greater “After Tax Amount” (as defined below) of the Payments following the reduction than the After Tax Amount of the Payments the Executive would have retained if no such reduction had taken place. For purposes of the foregoing, (i) the “After Tax Amount” of the Executive’s Payments, as computed with and as computed without the reduction provided for in this Section 22, shall mean the amount of the Payments, as so computed, that the Executive would retain after payment of all taxes (including any federal, state or local income taxes, the Excise Tax or other excise taxes, any employment, social security or Medicare taxes, and any other taxes) imposed with respect to such Payments in the year or years in which payable and (ii) the amount of such paymentstaxes shall be computed at the rates in effect under the applicable tax laws in the year in which the applicable 280G Change in Control occurs, after or if then ascertainable, the rates in effect in any later year in which any Payment is expected to be paid, and in the case of any income taxes, by using the combined federal, state and (if applicable) local income tax rates then in effect under such reduction and after payment laws. The determination of all applicable taxes on whether any Payment is subject to the reduced amountExcise Tax and, is equal to or greater than if so, the amount of such payments any reduction shall be made by an independent, nationally recognized United States public accounting firm (the Associate would otherwise “Auditor”). The Auditor shall be entitled selected by the Company (subject to retain without such reduction after the payment Executive’s approval, which shall not be unreasonably withheld or delayed), and shall be paid for by the Company. Such determination shall be made no later than fifteen (15) days following the closing of all applicable taxesthe transaction or the occurrence of the event that constitutes the 280G Change in Control, or as soon thereafter as administratively practicable. The Auditor shall provide a written report of its determinations hereunder, including detailed supporting calculations, both to the Executive and to the Company. In the absence of manifest error, the determinations made by the Auditor hereunder shall be binding upon the Executive and the Company. The Parties shall cooperate with each other in connection with any Proceeding or Claim relating to the existence or amount of any liability for any Excise Tax. (b) The accounting firm engaged by Any reductions in the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with Executive’s Payments required to be made pursuant to this Section 1822 above shall be made in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; provided that(ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, if for Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any reason the Audit Firm is unable toequity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will next be reduced; (v) all other non-cash benefits not otherwise described in clauses (ii) or declines to, perform (iv) will be next reduced pro-rata. Within ten (10) days following such calculationsdetermination hereunder, the Company shall engage pay or distribute to or for the benefit of the Executive such other accounting firm amounts as the Audit Firm shall recommend in writing are then due to the Company Executive under this Agreement and shall promptly pay or distribute to perform or for the benefit of the Executive such calculations (the Audit Firm or such other accounting firm, amounts as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect become due to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, bindingExecutive under, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made accordance with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reducedterms of, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationthis Agreement.

Section 280G. (a) In Officer shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the event Code (such excise tax being the “Excise Tax”); provided, however, that the total amount of payments any payment or benefit received or to be received by Officer, whether payable under the Associate, pursuant to terms of this Agreement or otherwiseany other plan, arrangement or agreement with Employer or an affiliate of Employer (collectively, the “Payments”) that are contingent upon would constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code) would, but for this Section 18(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount extent necessary so that will cause the total amounts of the payments not to no portion thereof shall be subject to the Excise Tax, but only if the amount if, by reason of such paymentsreduction, after the net after-tax benefit Officer receives shall exceed the net after-tax benefit that Officer would receive if no such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxwas made. (b) The accounting firm engaged “net after-tax benefit” shall mean (i) the Payments which Officer receives or is then entitled to receive from Employer that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses Officer with respect to the determinations by foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Officer (based on the rate in effect for such Accounting Firm required year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to be made hereunder. The Accounting Firm engaged to make the payments and benefits described in (b)(i) above. (c) All determinations under this Section 18 8 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Officer and Employer prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall provide its calculations, together with be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change of Control. All fees and expenses of the 280G Firm shall be paid solely by Employer. Employer will direct the 280G Firm to submit any determination it makes under this Section 8 and detailed supporting documentationcalculations to both Officer and Employer as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 8, such Payments shall be reduced in the order that would provide Officer with the largest amount of after-tax proceeds (with such order, to the Associate extent permitted by Sections 280G and 409A of the Company within fifteen (15Code, designated by Officer, or otherwise determined by the 280G Firm) calendar days after to the date on which extent necessary so that no portion thereof shall be subject to the Associate’s Excise Tax, and Employer shall pay such reduced amount to Officer. Officer shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a payment contingent on a Change result of the uncertainty in Control the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 8, it is triggered possible that amounts will have been paid or distributed to Officer that should not have been paid or distributed (if requested at collectively, the “Overpayments”), or that time by Associate additional amounts should be paid or distributed to Officer (collectively, the Company) or such other time as requested by the Associate or the Company“Underpayments”). If the Accounting 280G Firm determines determines, based on either the assertion of a deficiency by the Internal Revenue Service against Officer or Employer, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that no Excise Tax is payable with respect an Overpayment has been made, Officer must repay the Overpayment to such paymentsEmployer, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (without interest; provided, however, that such election shall no loan will be subject deemed to the Company’s approval if have been made on or after the date on which the event that triggers the payment occurs and no amount will be payable by Officer to Employer unless, and then only to the extent that such election does not violate Code that, the deemed loan and payment would either reduce the amount on which Officer is subject to tax under Section 409A): reduction of cash payments (in reverse order 4999 of the date on which such cash payments would Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Officer and Employer of that determination, and Employer will promptly pay the amount of that Underpayment to Officer without interest. (f) Officer and Employer will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise be made cooperate with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In 280G Firm in connection with the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order preparation and issuance of the grant date determinations and calculations contemplated by this Section 8. For purposes of making the calculations required by this Section 8, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (ai) In the event that the total amount of If any payment or benefit (including payments to be received by the Associate, and benefits pursuant to this Agreement Agreement) that Executive would receive from the Company, or otherwise, that are contingent upon on an event covered by Section 280G(b)(2)(A)(i) of the Code (collectively, the “Transaction Payment”) would (i) constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code, and (ii) would, but for this Section 18(a3(m), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise Executive shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after receive, whichever of the following that results in the greater amount payable to him on an after-tax basis: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of all applicable taxes, including only a part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax. Tax (b) The accounting firm engaged by the Company for general audit a “Reduced Payment”). For purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, of determining whether to make a Full Payment or declines to, perform such calculationsa Reduced Payment, the Company shall engage such other accounting firm cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax. If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as the Audit Firm shall recommend determined in writing this paragraph, to the Company extent permitted by Section 409A. If more than one method of reduction will result in the same economic benefit, the portions of the Payment shall be reduced pro rata, to perform such calculations the extent permitted by Section 409A. (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). ii) The Company shall bear engage an independent registered public accounting firm to make all expenses with respect to the determinations by such Accounting Firm required to be made hereunderunder this Section 3(m), and shall bear all reasonable expenses with respect thereto. The Accounting Firm independent registered public accounting firm engaged to make the determinations under this Section 18 hereunder shall provide its calculations, together with detailed supporting documentation, to the Associate Company and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the CompanyExecutive. If the Accounting Firm independent registered public accounting firm determines that no Excise Tax is payable with respect to such paymentsthe Transaction Payment (whether or not by reason of payment to the Executive of a Reduced Payment), it shall furnish the Associate Company and the Company Executive with an opinion reasonably acceptable to Associate detailed supporting calculations of its determination that no Excise Tax will be imposed with respect to such paymentsthe Transaction Payment. Any All good faith determinations of the Accounting Firm accounting firm made hereunder shall be final, binding, binding and conclusive upon Associate the Company and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationExecutive.

Section 280G. (a) In the event that the total amount of payments to be received by the AssociateExecutive, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 18(a22(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate Executive pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate Executive would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)22. The Company shall bear all expenses with respect to the determinations by such Accounting Firm accounting firm required to be made hereunder. The Accounting Firm accounting firm engaged to make the determinations under this Section 18 22 shall provide its calculations, together with detailed supporting documentation, to the Associate Executive and the Company within fifteen (15) 15 calendar days after the date on which the AssociateExecutive’s right to a payment contingent on a Change change in Control control is triggered (if requested at that time by Associate Executive or the Company) or such other time as requested by the Associate Executive or the Company. If the Accounting Firm accounting firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate Executive and the Company with an opinion reasonably acceptable to Associate Executive that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm accounting firm made hereunder shall be final, binding, and conclusive upon Associate Executive and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a22(a), the reduction shall occur in the following order unless the Associate Executive elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the AssociateExecutive’s stock awards unless the Associate Executive elects in writing a different order for cancellation.

Section 280G. To the extent applicable, if any payment or benefit you would receive or retain under this Severance Agreement, when combined with any other payment or benefit you receive or retain in connection with a “change in control event” within the meaning of Section 280G of the Code and the regulations and guidance thereunder (“Section 280G”), would (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code, and (b) would, but for this Section 18(a)7, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either payable in full or in such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of payments to be received by the Associate pursuant to this Agreement Payment notwithstanding that all or otherwise shall be reduced to the maximum amount that will cause the total amounts some portion of the payments not to Payment may be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal . All determinations required to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxesmade under this Section 7, including whether and to what extent the Excise Tax. (b) The Payment shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm engaged or consulting firm experience in matters regarding Section 280G of the Code as may be designated by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm280G Advisor”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 280G Advisor shall provide its calculations, together with detailed supporting documentation, calculations both to the Associate you and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as is requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate All fees and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations expenses of the Accounting Firm made hereunder shall be final, binding, and conclusive borne solely by the Company. Any final determination by the 280G Advisor shall be binding upon Associate you and the Company. If a reduction in payments or benefits constituting “parachute payments” is For purposes of making the calculations required by this Section 18(a)7, the reduction shall occur in 280G Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs application of Sections 280G and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order 4999 of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In If any of the event that the total amount of payments or benefits received or to be received by the AssociateExecutive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) would, but for this Section 18(a), and will be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by Executive shall receive the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts greatest of the payments not to be subject to following, whichever gives the Excise TaxExecutive the highest net after-tax amount (after taking into account federal, but only if state, local and social security taxes): (1) the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater 280G Payments or (2) one dollar less than the amount of such payments the Associate Payments that would otherwise be entitled subject the Executive to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes Tax (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting FirmSafe Harbor Amount”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting the 280G Payments is necessary so that the 280G Payments equal the Safe Harbor Amount and none of the 280G Payments constitute a deferral of compensation within the meaning of and subject to Section 409A (“parachute payments” is required by Section 18(aNonqualified Deferred Compensation”), then the reduction shall occur in the following order unless manner the Associate Executive elects in writing a different order (provided, however, that such election shall be subject prior to the Company’s approval date of payment. If any 280G Payments constitute Nonqualified Deferred Compensation or if made on or after the date on Executive fails to elect an order, then the 280G Payments to be reduced will be determined in a manner which has the event that triggers least economic cost to the payment occurs and Executive and, to the extent that such election does not violate Code Section 409A): reduction of cash payments (the economic cost is equivalent, will be reduced in reverse the inverse order of when payment would have been made to you, until the date on which such cash payments would otherwise reduction is achieved. (b) All calculations and determinations under this Section 5.9 shall be made with by an independent accounting firm or independent tax counsel appointed by the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In Company (the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting “Tax Counsel”) whose determinations shall be cancelled in conclusive and binding on the reverse order Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 5.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the grant date of Code. The Company and the Associate’s stock awards unless Executive shall furnish the Associate elects Tax Counsel with such information and documents as the Tax Counsel may reasonably request in writing a different order for cancellation.to make its determinations under this

Section 280G. If any payment or benefit Executive will or may receive from the Company under this Agreement or otherwise would (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the CodeCode (a “280G Payment”) wouldand, (b) but for this Section 18(a)sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments Company shall cause to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total determined, before any amounts of the payments not 280G Payment are paid to Executive, which of the following two amounts would maximize Executive’s after-tax proceeds: (i) payment in full of the entire amount of the 280G Payment (a “Full Payment”), or (ii) payment of only a part of the 280G Payment, so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the 280G Payment notwithstanding that all or some portion of the 280G Payment may be subject to the Excise Tax, but only if the amount . For purposes of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal determining whether to make a Full Payment or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculationsa Reduced Payment, the Company shall engage 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 other accounting firm as state and local taxes). If a Reduced Payment is made, (A) the Audit Firm 280G Payment shall recommend in writing be paid only to the Company extent permitted under the Reduced Payment alternative, and Executive shall have no rights to perform such calculations any additional payments and/or benefits constituting the 280G Payment, and (B) reduction in payments and/or benefits shall occur in the Audit Firm or such other accounting firmmanner that results in the greatest economic benefit for Executive, as applicable, being hereinafter referred to as determined in the “Accounting Firm”)Company’s reasonable good faith discretion. The Company shall bear all expenses with respect to the All determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 9(n), including whether an Excise Tax would otherwise be imposed, whether the Payments shall provide its calculationsbe reduced, together with detailed supporting documentation, to the Associate amount of any such reduction and the Company within fifteen (15) calendar days after the date on which the Associate’s right assumptions to be utilized in arriving at such determinations not expressly provided for herein, shall be made in a payment contingent on a Change in Control is triggered (if requested at that time manner determined by Associate or the Company) or such other time as requested by the Associate or the Company. If Any determination by the Accounting Firm determines that no Excise Tax is payable with respect to such paymentsCompany shall be binding upon Executive, it shall furnish the Associate absent manifest error. For purposes of determining whether and the Company with an opinion reasonably acceptable extent to Associate that no Excise Tax which the payments will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after Excise Tax: (i) no portion of the date on payments shall be taken into account which the event that triggers the payment occurs and to the extent that such election does not violate Code constitute a “parachute payment” within the meaning of Section 409A): reduction of cash payments (in reverse order 280G(b)(2) of the date on which Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and (ii) in calculating the Excise Tax, no portion of such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in taken into account which constitutes reasonable compensation for services actually rendered, within the reverse order meaning of Section 280G(b)(4)(B) of the grant date Code, in excess of the Associate’s stock awards unless “base amount” (as set forth in Section 280G(b)(3) of the Associate elects in writing a different order for cancellationCode) that is allocable to such reasonable compensation.

Section 280G. (a) In If it is determined that any payment or distribution of any type to or for the event that the total amount benefit of payments to be received Executive by the AssociateCompany, any of its affiliates, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G and the regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that are contingent upon a change in ownership including, without limitation, any equity plan or control award agreement (within the meaning of Section 280G of the Code) would, but for this Section 18(a“Payments”), would be subject to the excise tax imposed by Section 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”), then 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 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. The determination of whether the Payments are subject to an Excise Tax and, if so, the amount of payments to be received paid by the Associate Company to Executive and the time of payment pursuant to this Agreement or otherwise Section 26 shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged made by the Company for general audit purposes an independent auditor (the “Audit FirmAuditor”) jointly selected by the parties, which shall perform any provide detailed supporting calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing both to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company Executive within fifteen (15) calendar days after of the receipt of notice from Executive that there has been a Payment. Unless Executive agrees otherwise in writing, the Auditor shall be a nationally recognized United States public accounting firm that has not, during the two (2) years preceding the date of its selection, acted in any way on which behalf of the Associate’s right Company or any of its affiliates. If the parties cannot agree on the firm to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or serve as the Company) or such other time Auditor, then the parties shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as requested the Auditor. Any Gross-Up Payment, as determined pursuant to this Section 26, shall be paid by the Associate or Company to Executive within five (5) days of the receipt of the Auditor’s determination. All fees and expenses of the Auditor shall be borne solely by the Company. If If, at a later date, it is determined (pursuant to final regulations or published rulings of the Accounting Firm determines Internal Revenue Service, final judgment of a court of competent jurisdiction, or otherwise) that no the amount of Excise Tax payable to Executive is payable greater than the amount initially so determined, then the Company (or its successor) shall pay to Executive a Gross-Up Payment with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to and any interest, fines and penalties resulting from such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationunderpayment.

Section 280G. If any payment or benefit Executive will or may receive from the Company under this Agreement or otherwise would (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the CodeCode (a “280G Payment”) wouldand, (b) but for this Section 18(a)sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments Company shall cause to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total determined, before any amounts of the payments not 280G Payment are paid to Executive, which of the following two amounts would maximize Executive’s after-tax proceeds: (i) payment in full of the entire amount of the 280G Payment (a “Full Payment”), or (ii) payment of only a part of the 280G Payment, so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the 280G Payment notwithstanding that all or some portion of the 280G Payment may be subject to the Excise Tax, but only if the amount . For purposes of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal determining whether to make a Full Payment or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculationsa Reduced Payment, the Company shall engage 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 other accounting firm as state and local taxes). If a Reduced Payment is made, (A) the Audit Firm 280G Payment shall recommend in writing be paid only to the Company extent permitted under the Reduced Payment alternative, and Executive shall have no rights to perform such calculations any additional payments and/or benefits constituting the 280G Payment, and (B) reduction in payments and/or benefits shall occur in the Audit Firm or such other accounting firmmanner that results in the greatest economic benefit for Executive, as applicable, being hereinafter referred to as determined in the “Accounting Firm”)Company’s reasonable good faith discretion. The Company shall bear all expenses with respect to the All determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 9(k), including whether an Excise Tax would otherwise be imposed, whether the Payments shall provide its calculationsbe reduced, together with detailed supporting documentation, to the Associate amount of any such reduction and the Company within fifteen (15) calendar days after the date on which the Associate’s right assumptions to be utilized in arriving at such determinations not expressly provided for herein, shall be made in a payment contingent on a Change in Control is triggered (if requested at that time manner determined by Associate or the Company) or such other time as requested by the Associate or the Company. If Any determination by the Accounting Firm determines that no Excise Tax is payable with respect to such paymentsCompany shall be binding upon Executive, it shall furnish the Associate absent manifest error. For purposes of determining whether and the Company with an opinion reasonably acceptable extent to Associate that no Excise Tax which the payments will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after Excise Tax: (i) no portion of the date on payments shall be taken into account which the event that triggers the payment occurs and to the extent that such election does not violate Code constitute a “parachute payment” within the meaning of Section 409A): reduction of cash payments (in reverse order 280G(b)(2) of the date on which Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and (ii) in calculating the Excise Tax, no portion of such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in taken into account which constitutes reasonable compensation for services actually rendered, within the reverse order meaning of Section 280G(b)(4)(B) of the grant date Code, in excess of the Associate’s stock awards unless “base amount” (as set forth in Section 280G(b)(3) of the Associate elects in writing a different order for cancellationCode) that is allocable to such reasonable compensation.

Section 280G. (a) In If all or any portion of the event that payments and benefits provided to Executive under this Agreement, or any other payment or benefit (including under any plan or arrangement adopted in the total amount of payments to be received by the Associatefuture), pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (would otherwise constitute “excess parachute payments” within the meaning of Section 280G of the Code) would, but for this Section 18(aCode (“Payments”), then the amount of such Payments shall be subject reduced to an amount that would result in there being no excess parachute payments; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate Payments to be provided, determined on an after-tax basis (taking into account the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). If any such reduction is necessary hereunder, cash payments shall be modified or reduced first, against the latest amounts otherwise payable, and then any other benefits on a prorated basis. Determination of whether the Payments would constitute an excess parachute payment, and the amount of reduction so that no excess parachute payments to shall exist, shall be received made, at the Employer’s expense, by the Associate pursuant independent accounting firm employed by the Employer immediately prior to the occurrence of any Change in Control (the “Determination Firm”). The determination of the Determination Firm will be binding upon the Employer and Executive. (b) This Agreement contains covenants of Executive to refrain from certain activities deemed harmful to the Employer for a set period of time in exchange for the promises contained herein. If Executive is deemed eligible to receive Payments under this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts of the payments not to could be subject to the Excise Tax, but only if the Employer shall seek a valuation from the Determination Firm to determine the value of the covenants contained in this Agreement and such amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise shall be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect allocated to such payments, it shall furnish the Associate arrangements and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If excluded from treatment as a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationPayment.

Section 280G. If any payment or benefit you would receive or retain under this Severance Agreement, when combined with any other payment or benefit you receive or retain in connection with a “change in control event” within the meaning of Section 280G of the Code and the regulations and guidance thereunder (“Section 280G”), would (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon constitute a change in ownership or control (“parachute payment” within the meaning of Section 280G of the Code, and (b) would, but for this Section 18(a)8, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either payable in full or in such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of payments to be received by the Associate pursuant to this Agreement Payment notwithstanding that all or otherwise shall be reduced to the maximum amount that will cause the total amounts some portion of the payments not to Payment may be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal . All determinations required to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxesmade under this Section 8, including whether and to what extent the Excise Tax. (b) The Payment shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm engaged or consulting firm experience in matters regarding Section 280G of the Code as may be designated by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm280G Advisor”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 280G Advisor shall provide its calculations, together with detailed supporting documentation, calculations both to the Associate you and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as is requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate All fees and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations expenses of the Accounting Firm made hereunder shall be final, binding, and conclusive borne solely by the Company. Any final determination by the 280G Advisor shall be binding upon Associate you and the Company. If a reduction in payments or benefits constituting “parachute payments” is For purposes of making the calculations required by this Section 18(a)8, the reduction shall occur in 280G Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs application of Sections 280G and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order 4999 of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationCode.

Section 280G. (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 18(a19(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 1819; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 19 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a19(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (ai) In Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the event that contrary, if any of the total amount of payments or benefits received or to be received by the AssociateExecutive (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 terms of this Agreement or any other plan, arrangement, or agreement, or otherwise, that are contingent upon a change in ownership or control ) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code) would, but for this Section 18(a), Code and will be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then the amount of Company shall either (i) reduce (but not below zero) such payments or benefits received or to be received by Executive so that the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts aggregate present value of the payments not and benefits received by Executive is $1.00 less than the amount which would otherwise cause Executive to be subject to the incur an Excise Tax, but only if or (ii) be paid in full, whichever results in the amount of such payments, after such reduction and after greatest net after-tax payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise TaxExecutive. (bii) The All calculations and determinations under this Section 22 shall be made by an independent accounting firm engaged or independent tax counsel appointed by the Company for general audit purposes (the “Audit FirmTax Counsel”) whose determinations shall perform any be conclusive and binding on the Company and Executive for all purposes. For purposes of making the calculations necessary in connection with and determinations required by this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations22, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and Executive shall engage furnish the Tax Counsel with such other accounting firm information and documents as the Audit Firm shall recommend Tax Counsel may reasonably request in writing order to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”)make its determinations under this Section 22. The Company shall bear all expenses costs the Tax Counsel may reasonably incur in connection with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationservices.

Section 280G. (a) In 3 11.1 Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the event that the total amount of payments to be received by the AssociateAgreement, pursuant to this Agreement or otherwiseincluding, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) wouldwithout limitation, but for this Section 18(a), be subject to the any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, then the amount of payments however, that any payment or benefit received or to be received by the Associate pursuant to this Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or otherwise any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the maximum amount extent necessary so that will cause the total amounts of the payments not to no portion thereof shall be subject to the Excise Tax, Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 11: (i) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such payments, after such reduction and after year as set forth in the Code as in effect at the time of the first payment of all applicable taxes on the reduced amountforegoing), is equal to or greater than less (iii) the amount of such Excise Tax imposed with respect to the payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Taxand benefits described in (i) above. (bii) The All determinations under this Section 11 will be made by an accounting firm engaged or law firm that is selected for this purpose by the Company for general audit purposes prior to the Change in Control (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting 280G Firm”). The All fees and expenses of the 280G Firm shall be borne by the Company. Company will direct the 280G Firm to submit any determination it makes under this Section 11 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (iii) If the 280G Firm determines that one or more reductions are required under Section 11, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall bear all expenses with respect pay such reduced amount to the determinations by such Accounting Firm required to be made hereunderEmployee. The Accounting 280G Firm engaged shall make reductions required under this Section 11 in a manner that maximizes the net after-tax amount payable to make the Employee. (iv) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 18 shall provide its calculations11, together with detailed supporting documentation, it is possible that amounts will have been paid or distributed to the Associate and Employee that should not have been paid or distributed (collectively, the Company within fifteen "Overpayments"), or that additional amounts should be paid or distributed to the Employee (15) calendar days after collectively, the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company"Underpayments"). If the Accounting 280G Firm determines that no Excise Tax is payable with respect to such paymentsdetermines, it shall furnish based on either the Associate and assertion of a deficiency by the Internal Revenue Service against the Company with or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an opinion reasonably acceptable Overpayment has been made, the Employee must repay to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (without interest; provided, however, that such election shall no loan will be subject deemed to have been made and no amount will be payable by the Employee to the Company’s approval if made on or after Company unless, and then only to the date extent that, the deemed loan and payment would either reduce the amount on which the event Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that triggers an Underpayment has occurred, the payment occurs 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the extent that such election does not violate Code Section 409A): reduction Employee. (v) The Parties will provide the 280G Firm access to and copies of cash payments (any books, records, and documents in reverse order their possession as reasonably requested by the 280G Firm, and otherwise reasonably cooperate with the 280G Firm in connection with the preparation and issuance of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellationdeterminations and calculations contemplated by this Section 11.

Section 280G. (a) In Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that the total amount of payments to be received any payment or distribution by the Associate, Company or any of its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that are contingent upon ) (a change in ownership or control (“Payment”) would be an excess parachute payment within the meaning of Section section 280G of the Code) wouldInternal Revenue Code of 1986, but for this Section 18(a), be subject to the excise tax imposed by Section 4999 of the Code as amended (the “Excise TaxCode”) (such excess only, an “Excess Payment”), then Executive shall forfeit the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced Excess Payments to the maximum amount that will cause extent the total amounts after-tax value to Executive of the payments not to Payments as reduced by such forfeiture would be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount after-tax value to Executive of the Payments absent such payments forfeiture. The forfeiture of Excess Payments, if applicable, shall be applied by: first reducing the Associate would otherwise cash severance described in Section 5(b)(i) hereof, then to cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant), then to cancellation of accelerated vesting of other equity awards (based on the reverse order of the date of grant), and then to any other Payments on a pro-rata basis. All determinations required to be entitled made under this Section 5(g), and the assumptions to retain without be used in arriving at such reduction after the payment of all applicable taxesdetermination, including the Excise Tax. (b) The shall be made by a major accounting firm engaged with expertise in such matters designated by the Company for general audit purposes and reasonably acceptable to Executive (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company , which shall bear all expenses with respect provide detailed supporting calculations both to the determinations Company and Executive within 15 business days of the receipt of notice from Executive that there has been (or that there is likely to be) a Payment, or such earlier time as is requested by such Accounting Firm required to be made hereunderthe Company. The Accounting Firm engaged to make the In connection with making determinations under this Section 18 5(g), the Accounting Firm shall provide its calculationstake into account the value of any reasonable compensation for services to be rendered by Executive before or after the change in control, together with detailed supporting documentationincluding any noncompetition provisions that may apply to Executive (whether set forth in this Agreement or otherwise), to the Associate and the Company within fifteen (15) calendar days after shall cooperate in the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time valuation of any such services, including any noncompetition provisions. Any determination by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it in good faith shall furnish the Associate and be binding upon the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such paymentsand Executive. Any good faith determinations All fees and expenses of the Accounting Firm made hereunder for services performed pursuant to this Section 5(g) shall be final, binding, and conclusive upon Associate and borne solely by the Company. If a reduction in payments or benefits constituting “parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. (a) In While neither the event Company nor the Executive believe that the total amount of payments to be received by the Associate, any compensation pursuant to this Agreement or otherwise, that are is contingent upon on a change in the ownership or effective control (of the Company or of a substantial portion of the assets of the Company, and that, as a consequence, no payments provided for under this Agreement should constitute “parachute payments” for purposes of Code Section 280G, in the event any payments or benefits the Executive would receive from the Company or any affiliate of the Company under this Agreement or otherwise are determined to constitute “parachute payments” within the meaning of Code Section 280G of the Code) G, and such payment would, but for this Section 18(a)Section, be subject to the excise tax imposed on the Executive under Code Section 4999, then the Executive will be entitled to receive either (x) the full amount of such parachute payments, or (y) a portion of such parachute payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Code Section 280G), whichever of (x) and (y), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Code Section 4999 4999, results in the receipt by the Executive on an after-tax basis, of the Code greater amount. Any determination required under this Section 5(a) shall be made in writing by the accountant or tax counsel selected by the Executive (the “Excise TaxTax Advisor”), then . If there is a reduction pursuant to this Section 5(a) of the amount of parachute payments to be received delivered to the Executive, such reduction shall be implemented in a manner determined by the Associate pursuant Tax Advisor such that payments that are subject to this Agreement or Code Section 409A are not reduced (if possible) and otherwise the reductions shall be reduced structured so as to ensure the maximum amount that will cause best economic outcome for the total amounts of Executive as determined by the payments not to be subject to Tax Advisor. The Company shall pay or reimburse all fees charged by the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise TaxTax Advisor in connection with this Section 5. (b) The accounting firm engaged by Company shall cooperate with the Company for general audit purposes (Executive and the “Audit Firm”) shall perform any calculations necessary Tax Advisor in connection with this Section 18; provided thatgood faith in valuing, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, and the Company shall engage such other accounting firm as take into account the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm value of, services provided or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested provided by the Associate or Executive (including, without limitation, Executive’s agreement to certain restrictive covenants in Section 9), such that payments in respect of such services may be considered reasonable compensation within the Company. If the Accounting Firm determines that no Excise Tax is payable with respect meaning of Q&A-9 and Q&A-40 to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations Q&A-44 of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and final regulations under Code Section 280G and/or exempt from the Company. If a reduction in payments or benefits constituting definition of the term “parachute paymentspayment” is required by Section 18(a), within the reduction shall occur in meaning of Q&A-2(a) of the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate final regulations under Code Section 409A): reduction of cash payments (280G in reverse order accordance with Q&A-5(a) of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects in writing a different order for cancellation.final regulations under Code Section 280G.