Common use of Section 280G Clause in Contracts

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reducedany stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section. The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the change in control will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, such reduction shall occur in reverse order beginning with the payments and benefits which are Company will appoint a nationally recognized tax firm to be paid furthest away in time. All make the determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999hereunder. The Company will bear all expenses with respect to the costs determinations by such firm required to be made hereunder. If the tax firm determines that no Excise Tax is payable with respect to a Payment, either before or after the accounting application of the Reduced Amount, it will furnish the Company and Executive with documentation that no Excise Tax is reasonably likely to be imposed with respect to such Payment. Any good faith determinations of the tax firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination made hereunder will be final, binding on both Executive and conclusive upon the Company absent manifest errorand Executive.

Section 280G. Notwithstanding anything contained in If any payment or benefit that the Executive may receive following a change of control of either of the Companies or any of their Affiliates, the Executive’s termination of employment, or otherwise, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the Executive’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments 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 Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of outstanding equity awards, ; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In grant of the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timeExecutive’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment5(f) will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompanies (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Companies and the Executive for all purposes. For purposes of making the calculations and determinations required by this sectionSection 5(f), the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999. The Company will bear Section 4999 of the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorCode.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in contrary to the event extent that any of the payments and benefits provided pursuant to for under this Agreement, Agreement together with all any payments or benefits under any other payments agreement or arrangement between the Company and benefits received or to be received by Executive the Employee (collectively, the “Payments”), ) would (a) constitute “parachute payments” within the meaning of Code Section 280G, and, G of the Code and (b) but for this Section 4, 14 would be subject to the excise tax imposed by Code Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the such Payments shall be made to Executive either either: (i) delivered in full full, or (ii) as reduced (but not below zero) to such lesser the maximum amount as would result in no portion of that could be paid to the Payments being subject Employee without giving rise to the Excise Tax (a “Reduced Payment”)Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise TaxTax (and any equivalent state or local excise taxes), results in Executive’s the receipt by the Employee, on an after-tax basis, of the greatest amount of benefitsthe Payments, notwithstanding that all or some portion of the such Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this sectionUnless the Company and the Employee otherwise agree, reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations any determination required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) 14 will be made in writing by an independent accounting firm selected public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this sectionSection 14, the accounting firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyreasonable, good faith interpretations concerning the application of Code Sections 280G and 49994999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the costs that the accounting firm Accountants may reasonably incur in connection with the any calculations contemplated by this Section 414. The accounting firm’s determination will be binding on both Executive Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Company absent manifest errorCode): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained (a) If any payments and other benefits provided for in this Agreement to or otherwise (collectively, the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”)) would, either separately or in the aggregate, constitute “parachute payments” within the meaning of Code Section 280G, G of the Code and, but for this Section 43.6, would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments shall will be made payable to Executive either (i) in full or (ii) as to in such lesser amount amounts as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”)result, whichever of the foregoing amounts, after taking into account the applicable federal, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999, results in Executive’s receipt on an after-tax basis, basis of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayments. If a Reduced Payment reduction in Payments is required pursuant to this Section 3.6, Payments shall be made under this section, reduction of Payments will occur reduced in the following order: (i) reduction or elimination of cash severance benefits that are subject to Section 409A of the Code; (ii) reduction or elimination of cash severance benefits that are not subject to Section 409A of the Code; (iii) cancellation or reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is that are not stock options or stock appreciation rights; (iv) cancellation or reduction of accelerated vesting of stock options and stock appreciation rights; and (v) reduction or elimination of other Payments. Any reduction of cash severance benefits or other cash Payments shall be made in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced, such acceleration . Any reduction of accelerated vesting will of equity award compensation shall be cancelled made in the reverse order of the date of grantgrant so that the accelerated vesting of the most recently granted equity award will be reduced first. In no event shall Executive have any discretion with respect to the event that cash payments ordering of payment or other benefits are reduced, such reduction shall occur in reverse order beginning with reductions. Executive will be solely responsible for the payment of all personal tax liability incurred as a result of the payments and benefits which are to be paid furthest away in time. All determinations required to be made received under this Section 4 (including whether any of the Payments are parachute payments Agreement, and whether to make a Reduced Payment) Executive will not be made by an independent accounting firm selected reimbursed by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorfor any such tax liability.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that any of the severance payments and other benefits provided pursuant by this Agreement or otherwise payable to this Agreement, together with all other payments and benefits received or to be received by the Executive (“Payments”), a) constitute “parachute payments” within the meaning of Code Section 280GG of the Code, and, and (b) but for this Section 47, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments Executive’s severance payments and benefits under this Agreement or otherwise shall be made to Executive payable either (i) in full or (ii) as to in such lesser amount as which would result in no portion of the Payments such severance payments or benefits being subject to the Excise Tax (a “Reduced Payment”)Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax, results in the receipt by the Executive’s receipt , on an after-tax basis, of the greatest amount of benefitsseverance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of the Payments such severance payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment is to Any reduction in the severance payments and benefits required by this Section 7 shall be made under this section, reduction of Payments will occur in the following order: (i) reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then ; (ii) reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to the Executive. The calculations and establishment of assumptions in this Section 7 will be performed by a professional tax firm engaged by the Company as of the day prior to the applicable CiC Date. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company shall appoint a nationally recognized tax firm to make the determinations required by this Section 7. The Company shall bear all expenses with respect to the determinations by such firm required to be reducedmade by this Section 7. The Company and the Executive shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and the Executive as soon as practicable following its engagement. Any good faith determinations of the tax firm made hereunder shall be final, binding and conclusive upon the Company and the Executive. However, the Executive shall have the final authority to make any good faith determination(s) associated with the assumptions used by the tax firm in providing its calculations, and such acceleration good faith determination by the Executive shall be binding on the Company. As a result of vesting will be cancelled the uncertainty in the reverse order application of Sections 409A, 280G or 4999 of the date Code at the time of grantthe initial determination by the professional tax firm described in this Section 7, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that an Excise Tax greater than that amount, if any, determined by such professional firm for the purposes of this Section 7 is due (the “Additional Excise Tax”). The Executive shall notify the Company in writing of any claim by the IRS or other agency that, if successful, would require payment of Additional Excise Tax. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to payments made or due to the Executive. The Company shall pay all reasonable fees, expenses and penalties of the Executive relating to a claim by the IRS or other agency. In the event it is finally determined that cash payments or other benefits are reduced, such a further reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations would have been required to be made under this Section 4 (including whether any of 7 to place the Payments are parachute payments and whether to make Executive in a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this sectionbetter after-tax position, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and shall repay the Company absent manifest errorsuch amount within 30 days thereof in order to effect such result.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that the any payments and or benefits provided pursuant otherwise payable to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), 1) constitute “parachute payments” within the meaning of Code Section 280GG of the Code, and, and (2) but for this Section 410, would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments shall such payments and benefits will be made to Executive either (ix) delivered in full full, or (iiy) delivered as to such lesser amount as extent that would result in no portion of the Payments such payments and benefits being subject to excise tax under Section 4999 of the Excise Tax (a “Reduced Payment”)Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in Executive’s the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments such payments and benefits may be subject taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 10 will be made in writing by Golden Parachute Tax Solutions, LLC or such other nationally-recognized accounting firm selected by Executive in his discretion (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 10, 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 Company and Executive agree to furnish to the Excise Tax. If Accountants such information and documents as the Accountants may reasonably request in order to make a Reduced Payment is to be made determination under this section, provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction of Payments in payments and/or benefits required by this provision will occur in the following order: (1) reduction of cash payments, then cancellation ; (2) reduction of equity-based payments and accelerated vesting acceleration of equity awards, ; and then (3) reduction of employee benefitsother benefits paid or provided to Executive. If accelerated In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant for equity awards. In If two or more equity awards are granted on the event that cash payments or other benefits are reducedsame date, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) each award will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely reduced on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errora pro-rata basis.

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are any stockholder be liable to be Executive for any amounts not paid furthest away in time. All determinations required to be made under this Section 4 (including whether any as a result of the Payments are parachute payments and whether operation of this Section. The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the change in control will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, the Company will appoint a nationally recognized tax firm to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.determinations required

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided If any payment or benefit Recipient would receive pursuant to this AgreementAgreement or otherwise, together with all other payments and benefits received or to be received by Executive including, without limitation, accelerated vesting of any equity compensation (“PaymentsPayment”), would (a) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (b) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (i) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced ii) the largest portion, up to and including the total, of the Payment”), whichever of the foregoing amountsamount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in ExecutiveRecipient’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments 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 Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payments, then cancellation of equity-based payments and payment to be reduced; (B) accelerated vesting of equity awards, stock awards shall be cancelled/reduced next and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. In grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reduced before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event that cash payments or other benefits are reduced, triggering such reduction shall occur in reverse order beginning with excise tax will be the payments and benefits which are first benefit to be paid furthest away in timereduced. All Any good faith determinations required to be made by the Company (or its accountants) under this Section 4 (including whether any of the Payments are parachute payments 8 shall be final, binding and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorconclusive upon Recipient.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event If it is determined that the payments and benefits provided pursuant amounts payable to your under this Agreement, when considered together with all any other payments and benefits received or amounts payable to be received by Executive you as a result of a Change of Control (collectively, the “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made equal to Executive the Reduced Amount. The “Reduced Amount” shall be either (ix) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced y) the largest portion, up to and including the total, of the Payment”), whichever of the foregoing amountsamount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in Executive’s receipt your receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments 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 Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then cancellation ; reduction of equity-based payments and accelerated vesting of equity awards, and then stock options; reduction of employee benefits. If accelerated In the event that acceleration of vesting of equity awards stock option compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant. In The accounting firm engaged by the event that cash payments Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or other benefits are reducedauditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations accounting firm required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Reduced PaymentPayment is triggered (if requested at that time by you or the Company) will be made or such other time as requested by an independent accounting firm selected by you or the Company. For purposes If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of making the calculations Reduced Amount, it shall furnish you and the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon 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 by 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 the payment of benefits as described in this section, (ii) the accounting firm may make reasonable assumptions 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 approximations concerning applicable taxes and may rely on reasonably(iii) you pay the Excise Tax, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and then the Company absent manifest errorshall pay to you those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after you pays the Excise Tax so that your net after-tax proceeds with respect to the payment of benefits is maximized.

Section 280G. Notwithstanding anything contained in If any payment or benefit that Employee may receive following a change of control of the Company, Employee’s termination of employment, or otherwise, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended, and the regulations and guidance thereunder (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments 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 Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of outstanding equity awards, ; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timegrant of Employee’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment5(i) will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and Employee for all purposes. For purposes of making the calculations and determinations required by this sectionthe Section 5(i), the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999. The Company will bear Section 4999 of the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorCode.

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (i1) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reducedany stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section. The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the change in control will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, such reduction shall occur in reverse order beginning with the payments and benefits which are Company will appoint a nationally recognized tax firm to be paid furthest away in time. All make the determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999hereunder. The Company will bear all expenses with respect to the costs determinations by such firm required to be made hereunder. If the tax firm determines that no Excise Tax is payable with respect to a Payment, either before or after the accounting application of the Reduced Amount, it will furnish the Company and Executive with documentation that no Excise Tax is reasonably likely to be imposed with respect to such Payment. Any good faith determinations of the tax firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination made hereunder will be final, binding on both Executive and conclusive upon the Company absent manifest errorand Executive.

Section 280G. Notwithstanding anything contained in In the event it shall be determined that any payment or distribution by the Company or any of its affiliates to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement to or otherwise) (the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Total Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would is or will be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be made reduced to the maximum amount that could be paid to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject without giving rise to the Excise Tax (a the “Reduced PaymentSafe Harbor Cap”), whichever of if the foregoing amounts, taking into account applicable federal, state and local income taxes and net after-tax benefit to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax, results in Executive’s receipt on an after-tax basis, ) benefit to Executive without such reduction. The reduction of the greatest amount amounts payable hereunder, if applicable, shall be made by reducing first the payment made pursuant to Section 5(a)(ii) of benefitsthis Agreement, notwithstanding that all or some portion of the Payments may be subject then to the payment made pursuant to Section 5(a)(iii) of this Agreement, then to the payment made pursuant to Section 5(a)(iv) of this Agreement, and then to any other payment that triggers such Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur Tax in the following order: (i) reduction of cash payments, then (ii) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of performance-based equity awards is to be reduced, such acceleration of vesting will be cancelled in (based on the reverse order of the date of grant. In ), (iii) cancellation of accelerated vesting of other equity awards (based on the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning of the date of grant), and (iv) reduction of any other payments due to the Participant (with the benefits or payments and benefits which are to be paid furthest away in timeany group having different payment terms being reduced on a pro-rata basis). All mathematical determinations, and all determinations as to whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made under this Section 4 (paragraph, including determinations as to whether any of the Total Payments are parachute payments to Executive shall be reduced to the Safe Harbor Cap and whether the assumptions to make a Reduced Payment) will be utilized in arriving at such determinations, shall be made at the Company’s expense by an independent a nationally recognized accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and mutually acceptable to the Company absent manifest errorand Executive (the “Accounting Firm”).

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are any stockholder be liable to be Executive for any amounts not paid furthest away in time. All determinations required to be made under this Section 4 (including whether any as a result of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting operation of this Section. The professional firm selected engaged by the Company. For Company for general tax purposes as of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.day

Section 280G. Notwithstanding anything contained (a) If the Company undergoes a change in control transaction described in Section 280G(b)(2)(A)(i) of the Code (a “Section 280G Transaction”) and if any payments or benefits provided for in this Agreement or otherwise payable to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive Employee (“Payments”), x) constitute “parachute payments” within the meaning of Code Section 280GG of the Code (collectively, and, the “Payments”) and (y) but for this Section 4paragraph, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments Company shall be made pay to Executive the Employee either (i) in the full amount of the Payments or (ii) as an amount equal to such lesser the Payments, reduced by the minimum amount as would result in no necessary to prevent any portion of the Payments from being subject to an “excess parachute payment” (within the Excise Tax meaning of Section 280G) (a the “Reduced PaymentCapped Payments”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, amounts results in Executive’s the receipt by the Employee, on an after-after tax basis, of the greatest amount of benefits, Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment reduction in severance and other benefits constituting “parachute payments” is to be made necessary under this sectionthe shareholder approval process, reduction of Payments will occur in the following order: (i) reduction of cash payments, then which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant. In grant for such stock awards (i.e., the event that cash payments vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other employee benefits paid or other benefits are reducedprovided to Employee, such reduction shall which will occur in reverse chronological order beginning with such that the payments and benefits which are benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be paid furthest away reduced. With respect to each of (i), (ii) and (iii), in time. All determinations required the case of any payments or benefits that constitute deferred compensation subject to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section409A, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely reduction will occur first as to amounts that are not deferred. If two or more equity awards are granted on reasonablythe same date, good faith interpretations concerning each award will have their acceleration of vesting reduced on a pro‑rata basis. In no event will Employee have any discretion with respect to the application ordering of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorpayment reductions.

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For the avoidance of doubt, the Payments shall include acceleration of vesting of equity awards granted by TuSimple that vest based on service to TuSimple and that accelerate in connection with a Change in Control of TuSimple, but only to the extent such acceleration of vesting is deemed a parachute payment with respect to a Change in Control of TuSimple. (b) For purposes of determining whether to make a Reduced Payment, if applicable, TuSimple shall cause to be taken into account all federal, state and local income and employment taxes and excise taxes applicable to the Executive (including the Excise Tax). If a Reduced Payment is to be made under this sectionmade, reduction of TuSimple shall reduce or eliminate the Payments will occur in the following order, unless (to the extent permitted by Section 409A of the Code) Executive elects to have the reduction in payments applied in a different order: (1) cancellation of accelerated vesting of options with no intrinsic value, (2) reduction of cash payments, then (3) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than options, (4) cancellation of accelerated vesting of options with intrinsic value and (5) reduction of other benefits paid to the Executive. In the event that acceleration of vesting is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive’s equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and or benefits which are to be paid furthest away farthest in timetime from the date of the determination. For avoidance of doubt, an option will be considered to have no intrinsic value if the exercise price of the shares subject to the option exceeds the fair market value of such shares. (c) All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.a nationally

Section 280G. Notwithstanding anything contained in If any payment or benefit that Employee may receive following a change of control of the Company, Employee’s termination of employment, or otherwise, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended, and the regulations and guidance thereunder (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments 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 Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of outstanding equity awards, ; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timegrant of Employee’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment6(i) will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and Employee for all purposes. For purposes of making the calculations and determinations required by this sectionthe Section 6(i), the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999. The Company will bear Section 4999 of the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorCode.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that any of the severance payments and other benefits provided pursuant by this Agreement or otherwise payable to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), a) constitute “parachute payments” within the meaning of Code Section 280GG of the Code, and, and (b) but for this Section 47, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments Executive’s severance payments and benefits under this Agreement or otherwise shall be made to Executive payable either (i) in full or (ii) as to in such lesser amount as which would result in no portion of the Payments such severance payments or benefits being subject to the Excise Tax (a “Reduced Payment”)Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax, results in the receipt by Executive’s receipt , on an after-tax basis, of the greatest amount of benefitsseverance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of the Payments such severance payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment is to Any reduction in the severance payments and benefits required by this Section 7 shall be made under this section, reduction of Payments will occur in the following order: (i) reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then ; (ii) reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. The calculations and establishment of assumptions in this Section 7 will be performed by a professional tax firm engaged by the Company as of the day prior to the CiC Date. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company shall appoint a nationally recognized tax firm to make the determinations required by this Section 7. The Company shall bear all expenses with respect to the determinations by such firm required to be reducedmade by this Section 7. The Company and Executive shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting Change in Control and Severance Agreement—Bxxxxxx X. Xxxxxxx documentation, to the Company and Executive as soon as practicable following its engagement. Any good faith determinations of the tax firm made hereunder shall be final, binding and conclusive upon the Company and Executive. However, the Executive shall have the final authority to make any good faith determination(s) associated with the assumptions used by the tax firm in providing its calculations, and such acceleration good faith determination by the Executive shall be binding on the Company. As a result of vesting will be cancelled the uncertainty in the reverse order application of Sections 409A, 280G or 4999 of the date Code at the time of grantthe initial determination by the professional tax firm described in this Section 7, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that an Excise Tax greater than that amount, if any, determined by such professional firm for the purposes of this Section 7 is due (the “Additional Excise Tax”). Executive shall notify the Company in writing of any claim by the IRS or other agency that, if successful, would require payment of Additional Excise Tax. Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to payments made or due to Executive. The Company shall pay all reasonable fees, expenses and penalties of Executive relating to a claim by the IRS or other agency. In the event it is finally determined that cash payments or other benefits are reduced, such a further reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations would have been required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether 7 to make place Executive in a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this sectionbetter after-tax position, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and shall repay the Company absent manifest errorsuch amount within 30 days thereof in order to effect such result.

Section 280G. Notwithstanding anything contained in In the event it shall be determined that any payment or distribution by the Company or any of its affiliates to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement to or otherwise) (the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Total Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would is or will be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be made reduced to the maximum amount that could be paid to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject without giving rise to the Excise Tax (a the “Reduced PaymentSafe Harbor Cap”), whichever of if the foregoing amounts, taking into account applicable federal, state and local income taxes and net after-tax benefit to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax, results in Executive’s receipt on an after-tax basis, ) benefit to Executive without such reduction. The reduction of the greatest amount amounts payable hereunder, if applicable, shall be made by reducing first the payment made pursuant to Section 5(a)(ii) of benefitsthis Agreement, notwithstanding that all or some portion of the Payments may be subject then to the payment made pursuant to Section 5(a)(iii) of this Agreement, then to the payment made pursuant to Section 5(a)(iv) of this Agreement, and then to any other payment that triggers such Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur Tax in the following order: (i) reduction of cash payments, then ; (ii) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of performance-based equity awards is to be reduced, such acceleration of vesting will be cancelled in (based on the reverse order of the date of grant. In ); (iii) cancellation of accelerated vesting of other equity awards (based on the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning of the date of grant); and (iv) reduction of any other payments due to Executive (with the benefits or payments and benefits which are to be paid furthest away in timeany group having different payment terms being reduced on a pro-rata basis). All mathematical determinations, and all determinations as to whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made under this Section 4 (paragraph, including determinations as to whether any of the Total Payments are parachute payments to Executive shall be reduced to the Safe Harbor Cap and whether the assumptions to make a Reduced Payment) will be utilized in arriving at such determinations, shall be made at the Company’s expense by an independent a nationally recognized accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and mutually acceptable to the Company absent manifest errorand Executive.

Section 280G. Notwithstanding anything contained in this Agreement If, due to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all by Section 8 and any other payments and benefits received to which Executive is entitled pursuant to this Agreement or to be received by otherwise, Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the any excise tax imposed by Code pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) due to characterization of any such payments or benefits as excess parachute payments pursuant to Section 280G(b)(1) of the Code (the “Excise Tax”), then the Payments shall amounts payable under Section 8 will be reduced (to the least extent possible) in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code. Any reduction in the payments and benefits required by this Section 8.3 will be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: (i) reduction of cash payments, then cancellation ; (ii) reduction of equity-based payments and accelerated vesting of equity awards, and then awards other than stock options; (iii) reduction of employee benefitsaccelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. If accelerated In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In If two or more equity awards are granted on the event that cash payments or other benefits are reducedsame date, such reduction shall occur in reverse order beginning with the payments and benefits which are to each award will be paid furthest away in timereduced on a pro-rata basis. All determinations required to be made under this Section 4 (8.3, including whether any of reduction in the Payments are parachute payments and whether benefits is required, the amount of such reduction and the assumptions to make a Reduced Payment) will be utilized in arriving at such determination, shall be made in good faith by an independent accounting firm selected by the Company in accordance with applicable law (the “Accounting Firm”), in consultation with tax counsel reasonably acceptable to Executive. All fees and expenses of the Accounting Firm and the tax counsel shall be borne solely by the Company. For purposes of making If the calculations required Accounting Firm determines that no Excise Tax is payable by this sectionExecutive, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs shall request that the accounting firm may reasonably incur in connection Accounting Firm furnish Executive with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding an opinion that he has substantial authority not to report any Excise Tax on both Executive and the Company absent manifest errorhis federal, state, local income or other tax return.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 43, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 3 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 43. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error. 4.

Section 280G. Notwithstanding anything contained If any payments and other benefits provided for in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), otherwise constitute “parachute payments” within the meaning of Code Section 280G, G of the Code and, but for this Section 49, would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments shall payments and other benefits will be made payable to Executive you either (i) in full or (ii) as to in such lesser amount amounts as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”)result, whichever of the foregoing amounts, after taking into account the applicable federal, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999, results in Executive’s on your receipt on an after-tax basis, basis of the greatest amount of payments and other benefits, notwithstanding by reducing payments in the manner that all or some portion maximizes the after-tax value of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur your retained compensation and in the following orderorder to the extent needed to not violate Code Section 409A: (i) reduction of in cash payments, then ; (ii) cancellation of equity-based payments and accelerated vesting of all equity awards, awards with value; and then reduction (iii) other employee benefits and in the event that acceleration of employee benefits. If accelerated vesting of equity awards award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant. In the event All mathematical determinations that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will section, shall be made by an a nationally recognized independent accounting audit firm selected by the CompanyCompany (the "Accountants") provided however that the Accountants shall not be any firm that renders services to the entity that is acquiring the Company (or Company assets) in the underlying change in control. For purposes The Accountants shall provide their determinations, together with detailed supporting calculations regarding the amount of making any relevant matters, both to the Company and to you. Such determinations shall be made by the Accountants using reasonable good faith interpretations of the Code. To the extent permitted by Q/A #32 of the Code Section 280G regulations, with respect to performing any present value calculations that are required by in connection with this section, you and Company each affirmatively elect to utilize the accounting firm may make reasonable assumptions Applicable Federal Rates ("AFR") that are in effect as of the execution of this Agreement and approximations concerning applicable taxes the Accountants shall therefore use such AFRs in their determinations and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999calculations. The Company will bear shall pay the fees and costs that of the accounting firm may Accountants which are reasonably incur incurred in connection with the calculations contemplated by this Section 4section. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.Model N, Inc. | 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 | P: 650.610.4600 | F: 000-000-0000 | xxx.xxxxxx.xxx

Section 280G. Notwithstanding anything contained in If any payment or benefit that Employee may receive following a change of control of the Company, Employee’s termination of employment, or otherwise, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended, and the regulations and guidance thereunder (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments 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 Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of outstanding equity awards, ; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timegrant of Employee’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment5(i) will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and Employee for all purposes. For purposes of making the calculations and determinations required by this sectionSection 5(i), the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999. The Company will bear Section 4999 of the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorCode.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that the any payments and or benefits provided pursuant otherwise payable to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), i) constitute “parachute payments” within the meaning of Code Section 280GG of the Code of the U.S. Internal Revenue Code of 1986, andas amended (the “Code”), and (ii) but for this Section 46(g), would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments shall such payments and benefits will be made to Executive either (ix) delivered in full full, or (iiy) delivered as to such lesser amount as extent that would result in no portion of the Payments such payments and benefits being subject to excise tax under Section 4999 of the Excise Tax (a “Reduced Payment”)Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in Executive’s the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments such payments and benefits may be subject taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(g) will be made in writing by a nationally-recognized accounting firm selected jointly by the Company and Executive (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6(g), 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 Company and Executive agree to furnish to the Excise Tax. If Accountants such information and documents as the Accountants may reasonably request in order to make a Reduced Payment is to be made determination under this section, provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction of Payments in payments and/or benefits required by this provision will occur in the following order: (1) reduction of cash payments, then cancellation ; (2) reduction of vesting acceleration of equity-based payments awards; and accelerated (3) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity equity-based awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant for equity-based awards. In If two or more equity-based awards are granted on the event that cash payments or other benefits are reducedsame date, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) each award will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely reduced on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errora pro-rata basis.

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For the avoidance of doubt, the Payments shall include acceleration of vesting of equity awards granted by TuSimple that vest based on service to TuSimple and that accelerate in connection with a Change in Control of TuSimple, but only to the extent such acceleration of vesting is deemed a parachute payment with respect to a Change in Control of TuSimple. (b) For purposes of determining whether to make a Reduced Payment, if applicable, TuSimple shall cause to be taken into account all federal, state and local income and employment taxes and excise taxes applicable to the Executive (including the Excise Tax). If a Reduced Payment is to be made under this sectionmade, reduction of TuSimple shall reduce or eliminate the Payments will occur in the following order, unless (to the extent permitted by Section 409A of the Code) Executive elects to have the reduction in payments applied in a different order: (1) cancellation of accelerated vesting of options with no intrinsic value, (2) reduction of cash payments, then (3) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than options, (4) cancellation of accelerated vesting of options with intrinsic value and (5) reduction of other benefits paid to the Executive. In the event that acceleration of vesting is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive’s equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and or benefits which are to be paid furthest away farthest in timetime from the date of the determination. For avoidance of doubt, an option will be considered to have no intrinsic value if the exercise price of the shares subject to the option exceeds the fair market value of such shares. (c) All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an a nationally recognized independent accounting firm selected by the CompanyTuSimple. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company TuSimple will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company TuSimple absent manifest error.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled canceled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reducedany stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section. The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the change in control will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, such reduction shall occur in reverse order beginning with the payments and benefits which are Company will appoint a nationally recognized tax firm to be paid furthest away in time. All make the determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999hereunder. The Company will bear all expenses with respect to the costs determinations by such firm required to be made hereunder. If the tax firm determines that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.no Excise

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the -3- Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error. 5.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that any of the severance payments and other benefits provided pursuant by this Agreement or otherwise payable to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), a) constitute “parachute payments” within the meaning of Code Section 280GG of the Code, and, and (b) but for this Section 47, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments Executive’s severance payments and benefits under this Agreement or otherwise shall be made to Executive payable either (i) in full or (ii) as to in such lesser amount as which would result in no portion of the Payments such severance payments or benefits being subject to the Excise Tax (a “Reduced Payment”)Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax, results in the receipt by Executive’s receipt , on an after-tax basis, of the greatest amount of benefitsseverance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of the Payments such severance payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment is to Any reduction in the severance payments and benefits required by this Section 7 shall be made under this section, reduction of Payments will occur in the following order: (i) reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then ; (ii) reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. The calculations and establishment of assumptions in this Section 7 will be performed by a professional tax firm engaged by the Company as of the day prior to the CiC Date. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company shall appoint a nationally recognized tax firm to make the determinations required by this Section 7. The Company shall bear all expenses with respect to the determinations by such firm required to be reducedmade by this Section 7. The Company and Executive shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting Change in Control and Severance Agreement—Rxxxxxx Xxxxxxxx documentation, to the Company and Executive as soon as practicable following its engagement. Any good faith determinations of the tax firm made hereunder shall be final, binding and conclusive upon the Company and Executive. However, the Executive shall have the final authority to make any good faith determination(s) associated with the assumptions used by the tax firm in providing its calculations, and such acceleration good faith determination by the Executive shall be binding on the Company. As a result of vesting will be cancelled the uncertainty in the reverse order application of Sections 409A, 280G or 4999 of the date Code at the time of grantthe initial determination by the professional tax firm described in this Section 7, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that an Excise Tax greater than that amount, if any, determined by such professional firm for the purposes of this Section 7 is due (the “Additional Excise Tax”). Executive shall notify the Company in writing of any claim by the IRS or other agency that, if successful, would require payment of Additional Excise Tax. Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to payments made or due to Executive. The Company shall pay all reasonable fees, expenses and penalties of Executive relating to a claim by the IRS or other agency. In the event it is finally determined that cash payments or other benefits are reduced, such a further reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations would have been required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether 7 to make place Executive in a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this sectionbetter after-tax position, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and shall repay the Company absent manifest errorsuch amount within 30 days thereof in order to effect such result.

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reducedany stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section. The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the change in control will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, such reduction shall occur in reverse order beginning with the payments and benefits which are Company will appoint a nationally recognized tax firm to be paid furthest away in time. All make the determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999hereunder. The Company will bear all expenses with respect to the costs determinations by such firm required to be made hereunder. If the tax firm determines that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.no Excise Tax is payable

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the -3- reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error. 5.

Section 280G. Notwithstanding anything contained in this Agreement to To the contrary, in the event extent that any or all of the payments and benefits provided for in this Agreement and pursuant to this Agreement, together any other plans or agreements with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, G of the Code and, but for this Section 49, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments shall be made to Executive either then: either, (i) such payments shall be delivered in full or (ii) as to such lesser the aggregate amount as would result in no portion of the Payments being subject payments and benefits under this Agreement and such other arrangements shall be reduced such that the present value (as determined under the Code and applicable regulations) of all payments constituting “parachute payments”, is equal to 2.99 times Executive’s “base amount” (as defined in the Excise Tax (a “Reduced Payment”Code), whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in Executive’s the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments such benefits may be subject taxable under Section 4999 of the Code. The reduction of the payments due hereunder, if applicable, shall be made by first reducing the payments to be made latest in time and if multiple portions of the Excise Taxpayments are to be paid at the same time, any non-cash payments will be reduced before cash payments, and any remaining cash payments will be reduced pro rata. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 shall be made in writing in good faith by an accounting firm chosen by the Company and reasonably acceptable to Executive (the “Accountants”). If a Reduced Payment reduction in benefits is to be made required under this sectionAgreement and one or more other arrangements or plans entered into with or maintained for the benefit of Executive that provides for vesting acceleration of equity awards, cash severance or retention benefits, and/or continued employee benefits coverage, the reduction of Payments will occur in the following order: reduction the vesting acceleration of cash paymentsstock options or stock appreciation rights, then cancellation of equity-based payments and accelerated cash severance, bonuses or retention benefits, then vesting acceleration of equity awardsawards other than stock options or stock appreciation rights, and then reduction Company-paid employee benefits coverage. In the event that acceleration of employee benefits. If accelerated vesting of stock options, stock appreciation rights or other equity awards is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant. In the event that cash payments grant for Executive’s stock options, stock appreciation rights or other benefits are reducedequity awards, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Companyas applicable. For purposes of making the calculations required by this sectionhereunder, the accounting firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyreasonable, good faith interpretations concerning the application of Code Sections 280G and 49994999 of the Code. The Company will bear and Executive shall furnish to the costs that Accountants such 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 costs the Accountants may incur in connection with the any calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorSection.

Section 280G. Notwithstanding anything contained in If any payment or benefit that the Participant may receive, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in Executivethe Participant’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments 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 Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then ; reduction of employee benefits. If ; and cancellation of accelerated vesting of outstanding equity awards. In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In grant of the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timeParticipant’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) 11 will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Participant for all purposes. For purposes of making the calculations and determinations required by this sectionSection 11, the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999Section 4999 of the Code. The Company will shall bear all costs the costs that the accounting firm Tax Counsel may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorits services.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that the payments severance and other benefits provided pursuant for in this Agreement or otherwise payable to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), i) constitute “parachute payments” within the meaning of Code Section 280G, and, G of the Code and (ii) but for this Section 49, would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments then, Executive’s severance and other benefits under this Agreement shall be made to Executive payable either (i) in full full, or (ii) as to such lesser amount as which would result in no portion of the Payments such severance and other benefits being subject to the Excise Tax (a “Reduced Payment”)excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in Executive’s the receipt by Employee on an after-tax basis, basis of the greatest amount of benefitsseverance benefits under this Agreement, notwithstanding that all or some portion of the Payments such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment is to Any reduction shall be made under this section, reduction of Payments will occur in the following ordermanner: first a pro rata reduction of (i) cash paymentspayments subject to Section 409A as deferred compensation and (ii) cash payments not subject to Section 409A, then and second a pro rata cancellation of (i) equity-based payments compensation subject to Section 409A as deferred compensation and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is (ii) equity-based compensation not subject to be reduced, such acceleration of vesting will be cancelled Section 409A. Reduction in the reverse order of the date of grant. In the event that either cash payments or other equity compensation benefits shall be made pro-rata between and among benefits which are reduced, such reduction shall occur in reverse order beginning with the payments subject to Section 409A and benefits which are to be paid furthest away exempt from Section 409A. Unless the Company and Employee otherwise agree in time. All determinations writing, any determination required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will 9 shall be made by an independent accounting firm selected in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this sectionSection 9, the accounting firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyreasonable, good faith interpretations concerning the application of Code Sections 280G and 49994999 of the Code. The Company will and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9. The Company shall bear all costs the costs that the accounting firm Accountants may reasonably incur in connection with the any calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error9.

Section 280G. Notwithstanding anything contained In the event that any payments and other benefits provided for in this Agreement or otherwise payable to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280GG of the Code, and, but for this Section 4paragraph, would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments shall any post-termination severance payments and benefits payable under this Agreement or otherwise will be made to Executive either (i1) delivered in full or (ii2) delivered as to such lesser amount as extent which would result in no portion of the Payments such payments and benefits being subject to excise tax under Section 4999 of the Excise Tax (a “Reduced Payment”)Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by the Executive’s receipt , on an after-tax basis, of the greatest amount of payments and benefits, notwithstanding that all or some portion of the Payments such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment reduction in the Executive’s payments and benefits is to be made under this sectionnecessitated by the preceding sentence, such reduction of Payments will occur in the following order: reduction of (i) any cash amounts payable to the Executive, (ii) any benefits valued as parachute payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such (iii) acceleration of vesting will be cancelled in the reverse order of the date of grantany equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations Any determination required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) paragraph will be made in writing by an the Company’s independent accounting firm selected by public accountants (the “Firm”), whose determination will be conclusive and binding upon the Executive and the Company. For purposes of making the calculations required by this sectionparagraph, the accounting firm Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyreasonable, good faith interpretations concerning the application of Code Sections 280G and 49994999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this paragraph. The Company will bear all costs the costs that the accounting firm Firm may reasonably incur in connection with the any calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorparagraph.

Section 280G. Notwithstanding anything contained in this Agreement If, due to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all by Section 8 and any other payments and benefits received to which Executive is entitled pursuant to this Agreement or to be received by otherwise, Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the any excise tax imposed by Code pursuant to Section 4999 of the United States Internal Revenue Code of 1986, as amended (the “Code”) due to characterization of any such payments or benefits as excess parachute payments pursuant to Section 280G(b)(1) of the Code (the “Excise Tax”), then the Payments shall amounts payable under Section 8 will be reduced (to the least extent possible) in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code. Any reduction in the payments and benefits required by this Section 8.3 will be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: (i) reduction of cash payments, then cancellation ; (ii) reduction of equity-based payments and accelerated vesting of equity awards, and then awards other than stock options; (iii) reduction of employee benefitsaccelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. If accelerated In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In If two or more equity awards are granted on the event that cash payments or other benefits are reducedsame date, such reduction shall occur in reverse order beginning with the payments and benefits which are to each award will be paid furthest away in timereduced on a pro-rata basis. All determinations required to be made under this Section 4 (8.3, including whether any of reduction in the Payments are parachute payments and whether benefits is required, the amount of such reduction and the assumptions to make a Reduced Payment) will be utilized in arriving at such determination, shall be made in good faith by an independent accounting firm selected by the Company in accordance with applicable law (the “Accounting Firm”), in consultation with tax counsel reasonably acceptable to Executive. All fees and expenses of the Accounting Firm and the tax counsel shall be borne solely by the Company. For purposes of making If the calculations required Accounting Firm determines that no Excise Tax is payable by this sectionExecutive, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs shall request that the accounting firm may reasonably incur in connection Accounting Firm furnish Executive with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding an opinion that he has substantial authority not to report any Excise Tax on both Executive and the Company absent manifest errorhis federal, state, local income or other tax return.

Section 280G. Notwithstanding anything contained (a) If any payment or benefit (any “Payment”) the Executive would receive from the Company and/or UC pursuant to or in this Agreement to the contrary, connection with a “Change in Control” as defined in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive Treasury Regulations promulgated under Code §280G would (“Payments”), i) constitute a “parachute paymentspayment” within the meaning of Code Section §280G, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section §4999 (the “Excise Tax”), then the Payments such Payment shall be made adjusted to Executive equal the Reduced Amount. The “Reduced Amount” shall be either (ix) in full or the largest portion of the Payment (iiprior to adjustment) as to such lesser amount as that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced Payment”y) the largest portion of the Payment (prior to adjustment), whichever of the foregoing amountswhich, after taking into account all applicable federal, state and local employment taxes, income taxes and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the Executive’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment (than that calculated under clause (x) above) notwithstanding that all or some portion of the Payments 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 Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: order unless the 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 effective date of the event that triggers the Payment): reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of equity awardsstock options, if any; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of equity awards the stock options is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any grant of the Payments are parachute payments and whether to make a Reduced Payment) Executive’s stock options (i.e., the earliest granted stock option will be made by an independent accounting firm selected by cancelled last) unless the Company. For purposes of making the calculations required by this sectionExecutive elects, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyin writing, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errora different order for cancellation.

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (“Payments”), a "Payment") would (i) constitute “a "parachute payments” payment" within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “"Excise Tax”"), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The "Reduced Amount' will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt 's receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive's equity awards. In no event will the event that cash payments Company or other benefits are reducedany stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section. The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the change in control will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, such reduction shall occur in reverse order beginning with the payments and benefits which are Company will appoint a nationally recognized tax firm to be paid furthest away in time. All make the determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999hereunder. The Company will bear all expenses with respect to the costs determinations by such firm required to be made hereunder. If the tax firm determines that no Excise Tax is payable with respect to a Payment, either before or after the accounting application of the Reduced Amount, it will furnish the Company and Executive with documentation that no Excise Tax is reasonably likely to be imposed with respect to such Payment. Any good faith determinations of the tax firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination made hereunder will be final, binding on both Executive and conclusive upon the Company absent manifest errorand Executive.

Section 280G. Notwithstanding anything contained in If any payment or benefit that the Executive may receive, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the Executive’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments 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 Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then ; reduction of employee benefits. If ; and cancellation of accelerated vesting of outstanding equity awards. In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In grant of the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timeExecutive’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) 5 will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this sectionSection 5, the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999Section 4999 of the Code. The Company will shall bear all costs the costs that the accounting firm Tax Counsel may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorits services.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits If any payment or benefit received or to be received by Executive you (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for including any payment or benefit received pursuant to this Section 4, Agreement or otherwise) would be (in whole or part) subject to the excise tax imposed by Code 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 excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then then, any cash severance benefits contemplated by Section 1 under “Severance” above and any accelerated Severance Agreement (February 2013) 5 vesting of time-based RSUs, performance-based RSUs, and stock options will be reduced to the Payments shall be made extent necessary to Executive either (i) in full or (ii) as make such payments and benefits not subject to such lesser amount as would result Excise Tax, but only if such reduction results in no portion of the Payments being subject a higher after-tax payment to you after taking into account the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income any additional taxes you would pay if such payments and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Taxbenefits were not reduced. If a Reduced Payment reduction in cash severance and/or acceleration of vesting is so required, then, unless you elect a different order of reduction in advance (to the extent such an election may be made without resulting in any tax, penalty or interest under Code Section 409A), any cash severance payable in installment payments will be reduced first (with the installments scheduled to be made under this section, reduction of Payments will occur paid latest in the following order: reduction of cash paymentstime reduced first), then cancellation of equity-based payments and any cash severance payable as a lump sum shall be reduced, then any accelerated vesting of equity awardsincentive awards will be reduced (with time-based RSUs, performance-based RSUs, and then reduction of employee benefits. If accelerated vesting of equity awards is stock options to be reduced, such acceleration of vesting will be cancelled reduced in the reverse that order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are reduction made first as to be paid furthest away the awards scheduled to vest latest in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error).

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that the payments and benefits provided pursuant to under this Agreement, together with all other payments Agreement and benefits received provided to, or for the benefit of, the Executive under any other plan or agreement (such payments or benefits are collectively referred to be received by Executive (as the “PaymentsBenefits”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, ) would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), in connection with any transaction, then the Payments Company shall cause to be made determined, before any amounts of the Benefits are paid to Executive either (i) in full or (ii) as to such lesser amount as the Executive, which of the following two alternative forms of payment would result in no the Executive’s receipt, on an after-tax basis, of the greater amount of the Benefits notwithstanding that all or some portion of the Payments being Benefits may be subject to the Excise Tax: (a) payment in full of the entire amount of the Benefits (a “Full Payment”), or (b) payment of only a part of the Benefits so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), and the Executive shall be entitled to payment of whichever amount shall result in a greater after-tax amount for the Executive. For purposes of determining whether to make a Full Payment or a Reduced Payment, the foregoing amounts, taking Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise TaxTax (all computed at the highest applicable marginal rate, results in Executive’s receipt on an after-tax basis, net of the greatest amount maximum reduction in federal income taxes which could be obtained from a deduction of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Taxsuch state and local taxes). If a Reduced Payment is to be made under this sectionmade, the reduction of Payments will in payments and/or benefits shall occur in the following order: (1) first, reduction of cash payments, then in reverse order of scheduled payment date (or if necessary, to zero), (2) then, reduction of non-cash and non-equity benefits provided to the Executive, on a pro rata basis (or if necessary, to zero) and (3) then, cancellation of equity-based payments and accelerated the acceleration of vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled award compensation in the reverse order of the date of grantgrant of the Executive’s equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are A determination as to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of Excise Tax would be imposed on the Payments are parachute payments and Benefits and, if so, whether to make a Full Payment or a Reduced Payment) will Payment would result in a greater after-tax amount for the Executive, shall be made by an the Company’s independent public accountants or another certified public accounting firm selected or executive compensation consulting firm of national reputation designated by the Company (the “Firm”) at the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999’s expense. The Firm shall provide its determination, together with detailed supporting calculations and documentation to the Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Executive within ten (10) business days of the date of termination of the Executive’s employment, if applicable, or such other time as reasonably requested by the Company absent manifest erroror the Executive.

Section 280G. Notwithstanding anything contained in If (i) any amounts payable to you under this Agreement to the contrary, in the event that the or otherwise are characterized as excess parachute payments and benefits provided pursuant to this AgreementSection 4999 of the Code, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, ii) you thereby would be subject to the any United States federal excise tax imposed by Code Section 4999 (the “Excise Tax”)due to that characterization, then the Payments shall your termination benefits hereunder will be made to Executive payable either (i) in full or (ii) as to such in a lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”)amount, whichever of the foregoing amountswould result, after taking into account the applicable federal, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999, results in Executive’s your receipt on an after-after- tax basis, basis of the greatest amount of termination and other benefits. The determination of any reduction required pursuant to this section (including the determination as to which specific payments shall be reduced) shall be made by a nationally recognized accounting firm doing business in the United States which otherwise does not perform services for the Company (which will be chosen by the mutual agreement of you and Company, notwithstanding that such services to be paid by the Company), and such determination shall be conclusive and binding upon the Company or any related corporation for all or some portion of the Payments may be subject to the Excise Taxpurposes. If a Reduced Payment is to be made required, the payments and benefits under this section, reduction of Payments will occur Agreement shall be reduced in the following order: (x) a pro rata reduction of (A) cash payments, then payments that are subject to Section 409A of the Code as deferred compensation and (B) cash payments not subject to Section 409A of the Code; (y) a pro rata reduction of (A) employee benefits that are subject to Section 409A of the Code as deferred compensation and (B) employee benefits not subject to Section 409A of the Code; and (z) a pro rata cancellation of (A) accelerated vesting of stock and other equity-based payments awards that are subject to Section 409A of the Code as deferred compensation and accelerated (B) stock and other equity-based awards not subject to Section 409A of the Code. In the event that acceleration of vesting of equity awards, stock and then reduction of employee benefits. If accelerated vesting of equity awards other equity- based award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant. In the event that cash payments or grant of your stock and other benefits are reduced, such reduction shall occur equity-based awards unless you elect in reverse writing a different order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorfor cancellation.