Common use of Special Tax Gross-Up Clause in Contracts

Special Tax Gross-Up. In the event that any payment or benefit provided to you by the Company or its successor entity pursuant to the first two sentences of Section 5(b)(ii) of the Agreement (each a “Payment”) is deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute a parachute payment under Section 280G of the Code as a result of the Acquisition and (ii) it is determined that the aggregate Present Value (measured as of the Closing Date) of the Parachute Payment attributable to such Payment(s) exceeds one hundred ten percent (110%) of the Permissible Parachute Amount, then you shall be entitled to receive from the Company a special tax payment (the “Parachute Gross-Up Payment”) in a dollar amount determined pursuant to the following formula: X = Y ÷ [1 - (A + B + C)], where X is the total dollar payment of the Parachute Gross-Up Payment. Y is the total excise tax, together with all applicable interest and penalties (collectively, the “Excise Tax”), imposed on you pursuant to Code Section 4999 (or any successor provision) with respect to the excess parachute payment attributable to the Payment(s). A is the Excise Tax rate in effect under Code Section 4999 for such excess parachute payment, B is the highest combined marginal federal income and applicable state income tax rate in effect for you for the calendar year in which the Parachute Gross-Up Payment is made, determined after taking into account (i) the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year and (ii) any increase in effective tax rate due to the loss of itemized deductions by reason of applicable phase-out limitations, and C is the applicable Hospital Insurance (Medicare) Tax Rate in effect for you for the calendar year in which the Parachute Gross-Up Payment is made. The Parachute Gross-Up Payment will be paid by the end of March of the calendar year next-following the year during which the Excise Tax is imposed on you.

Special Tax Gross-Up. In the event that any payment one or benefit provided to you by the Company or its successor entity pursuant to the first two sentences of Section 5(b)(ii) more of the Acquisition-Accelerated Options, the Special Change in Control Payment or any of the Change in Control Severance Payments to which the Executive becomes entitled under Part Four of this Agreement (each a “Payment”) is or any Other Parachute Payments are deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute a an excess parachute payment under Code Section 280G of the Code as a result of the Acquisition and (ii) it is determined that the aggregate Present Value (measured as of the Closing Date) of the Parachute Payment attributable to such Payment(s) exceeds one hundred ten percent (110%) of the Permissible Parachute Amount280(G), then you the Executive shall be entitled to receive from the Company a special tax Corporation an additional payment (the “Parachute "Gross-Up Payment”") in a dollar amount determined pursuant to the following formula, provided and only if the general release required of the Executive pursuant to Paragraph 14(a) or Paragraph 15 (as applicable) has become effective: X = Y ÷ / [1 - (A + B + C)], where X is the total dollar payment of the Parachute Gross-Up up Payment. Y is the total excise tax, together with all applicable interest and penalties (collectively, the “"Excise Tax”"), imposed on you the Executive pursuant to Code Section 4999 (or any successor provision) with respect to the excess parachute payment attributable to (i) one or more of the Payment(s)Change in Control Severance Payments provided the Executive under Part Four of this Agreement, (ii) his Acquisition-Acceleration Options, (iii) his Special Change in Control Payment and (iv) any Other Parachute Payments. A is the Excise Tax rate in effect under Code Section 4999 for such excess parachute payment, B is the highest combined marginal federal income and applicable state income tax rate in effect for you the Executive for the calendar year in which the Parachute Gross-Up Payment is made, determined after taking into account (i) the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year and (ii) any increase in effective tax rate due to the loss of itemized deductions by reason of applicable phase-out limitationsyear, and C is the applicable Hospital Insurance (Medicare) Tax Rate in effect for you the Executive for the calendar year in which the Parachute Gross-Up Payment is made. The Parachute Gross-Up Payment will be paid by the end of March of the calendar year next-following the year during which the Excise Tax is imposed on you.

Special Tax Gross-Up. In the event that any payment (i) one or benefit provided to you by the Company or its successor entity pursuant to the first two sentences of Section 5(b)(ii) more of the Acquisition-Accelerated Options, Stock Appreciation Rights or RSUs, or any of the Change in Control Benefits to which you become entitled under Part Two of this Agreement (each a “Payment”) is or any Other COC Payments are deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute a an excess parachute payment under Code Section 280G of the Code as a result of the Acquisition and (ii) it is determined that the aggregate Present Value (measured as of the Closing Date) of the Parachute COC Payment attributable to such Payment(s) those Change in Control Benefits, the Option COC Payment attributable to your Acquisition-Accelerated Options, the RSU COC Payment attributable to your Acquisition-Accelerated RSUs, the Stock Appreciation Right COC Payment attributable to your Acquisition-Accelerated Stock Appreciation Rights and any Other COC Payments to which you are entitled exceeds one hundred ten percent (110%) of the Permissible Parachute COC Amount, then you shall be entitled to receive from the Company a special tax payment one or more additional payments (collectively, the “Parachute Gross-Up Payment”) in a an aggregate dollar amount determined pursuant to the following formula, provided and only if the general release required of you pursuant to the provisions of Part Two has become effective: X = Y ÷ [1 - — (A + B + C)], where X is the total aggregate dollar payment of the Parachute Gross-Up Payment. Y is the total excise tax, together with all applicable interest and penalties (collectively, the “Excise Tax”), imposed on you pursuant to Code Section 4999 (or any successor provision) with respect to the excess parachute payment attributable to the Payment(s)COC Payments and any Other COC Payments. A is the Excise Tax rate in effect under Code Section 4999 for such excess parachute payment, B is the highest combined marginal federal income and applicable state income tax rate in effect for you for the applicable calendar year in which the Parachute Gross-Up Payment is made, determined after taking into account (i) the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year and (ii) any increase in effective tax rate due to the loss of itemized deductions by reason of applicable phase-out limitationsyear, and C is the applicable Hospital Insurance (Medicare) Tax Rate in effect for you for the applicable calendar year in which the Parachute Gross-Up Payment is made. The Parachute Should the aggregate Present Value of the COC Payment attributable to your Change in Control Benefits, the COC Payment attributable to your Acquisition-Accelerated Options, RSUs and Stock Appreciation Rights, and any Other COC Payments to which you become entitled not exceed one hundred ten percent (110%) of the Permissible COC Amount, then no Gross-Up Payment will shall be paid by made under this Part Three, and the end Change in Control Benefits shall instead be subject to reduction in accordance with the benefit limitation provisions of March of the calendar year next-following the year during which the Excise Tax is imposed on youAppendix I to this Agreement.

Special Tax Gross-Up. In the event that any payment (i) one or benefit provided to you by the Company or its successor entity pursuant to the first two sentences of Section 5(b)(ii) more of the Acquisition-Accelerated Options, Stock Appreciation Rights or RSUs, any Cash Awards or any of the Change in Control Severance Benefits to which you become entitled under Part Two of this Agreement (each a “Payment”) is or any Other COC Payments are deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute a an excess parachute payment under Code Section 280G of the Code as a result of the Acquisition 280(G) and (ii) it is determined that the aggregate Present Value (measured as of the Closing Date) of the Parachute COC Payment attributable to such Payment(s) those Change in Control Severance Benefits, the Option COC Payment attributable to your Acquisition-Accelerated Options, the RSU COC Payment attributable to your Acquisition-Accelerated RSUs, the Stock Appreciation Right COC Payment attributable to your Acquisition-Accelerated Stock Appreciation Rights, your Cash Award COC Payment and any Other COC Payments to which you are entitled exceeds one hundred ten percent (110%) of the Permissible Parachute COC Amount, then you shall be entitled to receive from the Company a special tax payment one or more additional payments (collectively, the “Parachute Gross-Up Payment”) in a an aggregate dollar amount determined pursuant to the following formula, provided and only if the general release required of you pursuant to the provisions of Part Two has become effective: X = Y ÷ [1 - – (A + B + C)], where X is the total aggregate dollar payment of the Parachute Gross-Up up Payment. Y is the total excise tax, together with all applicable interest and penalties (collectively, the “Excise Tax”), imposed on you pursuant to Code Section 4999 (or any successor provision) with respect to the excess parachute payment attributable to the Payment(s)COC Payments and any Other COC Payments. A is the Excise Tax rate in effect under Code Section 4999 for such excess parachute payment, B is the highest combined marginal federal income and applicable state income tax rate in effect for you for the applicable calendar year in which the Parachute Gross-Up Payment is made, determined after taking into account (i) the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year and (ii) any increase in effective tax rate due to the loss of itemized deductions by reason of applicable phase-out limitationsyear, and C is the applicable Hospital Insurance (Medicare) Tax Rate in effect for you for the applicable calendar year in which the Parachute Gross-Up Payment is made. The Parachute Should the aggregate Present Value of the COC Payment attributable to your Change in Control Severance Benefits, the COC Payment attributable to your Acquisition-Accelerated Options, RSUs and Stock Appreciation Rights, the COC Payment attributable to your Cash Awards and any Other COC Payments to which you become entitled not exceed one hundred ten percent (110%) of the Permissible COC Amount, then no Gross-Up Payment will shall be paid by made under this Part Three, and the end Change in Control Severance Benefits shall instead be subject to reduction in accordance with the benefit limitation provisions of March of the calendar year next-following the year during which the Excise Tax is imposed on youAppendix I to this Agreement.

Special Tax Gross-Up. In the event that any one or more of the Acquisition-Accelerated Options, the Special Change in Control payment or benefit provided to you by the Company or its successor entity pursuant to the first two sentences of Section 5(b)(ii) any of the Change in Control Severance Payments to which the Executive becomes entitled under Part Four of this Agreement (each a “Payment”) is or any Other Parachute Payments are deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute a an excess parachute payment under Code Section 280G of the Code as a result of the Acquisition and (ii) it is determined that the aggregate Present Value (measured as of the Closing Date) of the Parachute Payment attributable to such Payment(s) exceeds one hundred ten percent (110%) of the Permissible Parachute Amount280(G), then you the Executive shall be entitled to receive from the Company a special tax Corporation an additional payment (the “Parachute "Gross-Up Payment”") in a dollar amount determined pursuant to the following formula, provided and only if the general release required of the Executive pursuant to Paragraph 14(a) or Paragraph 15 (as applicable) has become effective: X = Y ÷ / [1 - (A + B + C)], where X is the total dollar payment of the Parachute Gross-Up up Payment. Y is the total excise tax, together with all applicable interest and penalties (collectively, the “"Excise Tax”"), imposed on you the Executive pursuant to Code Section 4999 (or any successor provision) with respect to the excess parachute payment attributable to (i) one or more of the Payment(s)Change in Control Severance Payments provided the Executive under Part Four of this Agreement, (ii) his Acquisition-Acceleration Options, (iii) his Special Change in Control Payment and (iv) any Other Parachute Payments. A is the Excise Tax rate in effect under Code Section 4999 for such excess parachute payment, B is the highest combined marginal federal income and applicable state income tax rate in effect for you the Executive for the calendar year in which the Parachute Gross-Up Payment is made, determined after taking into account (i) the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year and (ii) any increase in effective tax rate due to the loss of itemized deductions by reason of applicable phase-out limitationsyear, and C is the applicable Hospital Insurance (Medicare) Tax Rate in effect for you the Executive for the calendar year in which the Parachute Gross-Up Payment is made. The Parachute Gross-Up Payment will be paid by the end of March of the calendar year next-following the year during which the Excise Tax is imposed on you.