Common use of Tax gross-up Clause in Contracts

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "Tax Gross-Up"). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 42.1, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are is subject to excise tax pursuant to Code Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation State Auto shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, state and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation State Auto shall pay such additional compensation at the time when the Corporation State Auto withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's State Auto’s independent certified public accounting firm engaged by the Corporation State Auto immediately prior to the Change in of Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 10.1 shall control. The Corporation State Auto shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. Any payments owed to Executive under this Section 9.1 for Tax Gross-up or reasonable legal and accounting fees related to the calculation of the same, which are subject to the rules under Code Section 409A and related regulations, shall be made to Executive no later than the end of the calendar year following the calendar year in which the taxes are remitted to the taxing authority. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If Notwithstanding anything to the contrary in this Section 9.1, if any Severance Benefit or other benefit paid or provided under Section 2.1, or the acceleration of stock option vesting, would be subject to excise tax is subsequently determined pursuant to Code Section 4999 (or any similar federal or state excise tax), but would not be less than so subject if the total of such payments would be reduced by 10% or less, then such payment shall be reduced by the minimum amount taken into account hereunder at the time necessary so as not to cause State Auto to have paid an Excess Severance Payment as defined in Code Section 280G(b)(1) and so Executive will not be subject to Excise Tax pursuant to Code Section 4999. The calculation of termination of employment, the Executive any potential reduction pursuant to this paragraph or any disputes related thereto shall repay be resolved as described above with respect to the Corporation at the time the reduction in excise tax is finally determined, the portion calculation of the Tax Gross-Up attributable to such reductionUp. Notwithstanding In the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time event that the amount of such excess is finally determinedany Severance Benefit that would be payable to or for the benefit of Executive under this Agreement must be modified or reduced to comply with this provision, it shall be modified or reduced on a pro-rata basis. In no event shall the total payments be reduced by more than 10% in order to avoid treatment as an Excess Severance Payment.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option option, stock appreciation right, or restricted stock vesting, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation Company shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). Notwithstanding the foregoing, if reducing the Severance Benefit or other benefit paid to Executive under this Agreement by ten percent (10%) or less would avoid payment of the excise tax pursuant to Section 4999 of the code (or any similar federal or state excise tax) then the Severance Benefit will be reduced by the amount necessary, if any, so that the excise tax is not payable. The Corporation Company shall pay such additional compensation at the time when the Corporation Company withholds such excise tax from any payments to the Executive. In all events, such additional compensation shall be paid by the end of the Executive’s taxable year following the taxable year in which the taxes are remitted. The calculation of the Tax Gross-Up shall be approved by the Corporation's Company’s independent certified public accounting firm engaged by the Corporation Company immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 11 shall control. The Corporation Company shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. Such reimbursement shall be made immediately upon Executive providing applicable invoices to the Company and in all events, on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation Company at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's ’s acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation Company shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined. In all events, such payments shall be paid by the end of the Executive’s taxable year following the taxable year in which the taxes are remitted.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option option, stock appreciation right, or restricted stock vesting, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation Company shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). Notwithstanding the foregoing, if reducing the Severance Benefit or other benefit paid to Executive under this Agreement by ten percent (10%) or less would avoid payment of the excise tax pursuant to Section 4999 of the code (or any similar federal or state excise tax) then the Severance Benefit will be reduced by the amount necessary, if any, so that the excised tax is not payable. The Corporation Company shall pay such additional compensation at the time when the Corporation Company withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's Company’s independent certified public accounting firm engaged by the Corporation Company immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 11 shall control. The Corporation Company shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation Company at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's ’s acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation Company shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4the Closing occurs, or the acceleration of stock option vestingthen no later than April 1, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 19862018, as amended (or any similar federal or state excise tax), the Corporation Buyer shall pay an amount equal to the Executive such additional compensation as is necessary (after taking into Tax Gross-Up by wire transfer of immediately available funds to an account all federal, state, and local income taxes payable designated in writing by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the Representative upon 5 business days' request by Buyer. "Tax Gross-Up" means an amount equal to the state and federal income Taxes payable by the shareholders of Xxxxx with respect to the tax year ended December 31, 2017, resulting from Buyer's purchase of Assets and assumption of Assumed Liabilities described in this Agreement, but applying each of the assumptions (regardless of actual facts) described on Schedule 2.13. Sellers and the Representative shall provide Buyer with all complete and accurate information, including supporting documentation, requested by Buyer as reasonably necessary for Buyer to calculate and verify the Tax Gross-Up. At the time it pays the Tax Gross-Up, Buyer shall deliver to the Representative its calculation of the Tax Gross-Up. The Representative shall have 30 days from receipt of such calculation to notify Buyer if he disputes Buyer's calculation of the Tax Gross-Up (the "Tax Dispute Notice"). The Corporation If the Representative does not send a timely Tax Dispute Notice, Sellers and the Representative will be deemed to have accepted Buyer's calculation of the Tax Gross-Up as, and such calculation shall pay be final and binding on all Parties. If the Representative timely sends a Tax Dispute Notice, the Tax Dispute Notice shall specify the Representative's determination of the Tax Gross-Up, shall specify in reasonable detail the nature of any disagreement with Buyer's calculation of the Tax Gross-Up, and shall include all supporting schedules, analyses, working papers, and other reasonably necessary supporting documentation; however, such additional compensation at Tax Dispute Notice shall not be deemed ineffective (regardless of the time when level of detail and supporting documentation) if timely made in good faith by the Corporation withholds Representative. Upon receipt of a timely Tax Dispute Notice, Buyer and the Representative shall in good faith and with reasonable efforts attempt to agree on the Tax Gross-Up. If Buyer and the Representative cannot agree upon the Tax Gross-Up within 30 days after the Tax Dispute Notice was provided, then Buyer and the Representative shall retain the Accounting Firm to make such excise tax from any payments to determination of the ExecutiveTax Gross-Up within 60 days of such engagement or as soon as practicable thereafter. The calculation Parties may present their respective positions regarding the disputed matters, and supporting evidence, in accordance with reasonable procedures to be established by the Accounting Firm. The Accounting Firm's determination of the Tax Gross-Up shall be approved final and binding on the Parties. Such determination shall be reflected in a written report, which will be promptly delivered to Buyer and the Representative. The cost of the Accounting Firm shall be borne by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen Party (15either Buyer or Sellers) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation whose determination of the Tax Gross-Up was furthest from the determination of the Accounting Firm, provided that if Buyer's and any disputes related theretothe Representative's determination of the Tax Gross-Up were each within plus or minus 10% of the Accounting Firm's determination, the cost shall be borne equally by Buyer, on one hand, and Sellers, on the other hand. For purposes of determining the amount of If the Tax Gross-Up, as finally determined by this Section 2.13, exceeds the Executive amount paid by Buyer pursuant to this Section 2.13, the Representative shall be deemed refund the amount of such excess to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality Buyer within 5 business days of the Executive's residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion final determination of the Tax Gross-Up attributable pursuant to this Section 2.13. If, on the other hand, the Tax Gross-Up, as finally determined by this Section 2.13, is less than the amount paid by Buyer pursuant to this Section 2.13, Buyer shall pay the amount of such reduction. Notwithstanding shortfall to the Executive's acceptance or rejection account designated by the Representative within 5 business days of the final determination of the Tax Gross-Up calculation, if the excise tax is determined pursuant to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determinedthis Section 2.13.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's ’s independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's ’s acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined. Notwithstanding anything to the contrary in this Section 5, if any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits would be subject to excise tax pursuant to Section 4999 of the Code (or any similar federal or state excise tax), but would not be so subject if the total of such payments would be reduced by 10% or less, then such payment shall be reduced by the minimum amount necessary so as not to cause Corporation to have paid an Excess Severance Payment as defined in Section 280G(b)(l) of the Code and so the Executive will not be subject to Excise Tax pursuant to Section 4999 of the Code. The calculation of any potential reduction pursuant to this paragraph or any disputes related thereto shall be resolved as described above with respect to the calculation of the Tax Gross-Up. In the event that the amount of any Severance Payments that would be payable to or for the benefit of Executive under this Agreement must be modified or reduced to comply with this provision, Executive shall direct which Severance Payments are to be modified or reduced; provided, however, that no increase in the amount of any payment or change in the timing of the payment shall be made without the consent of Corporation. In no event shall the total payments be reduced by more than 10% in order to avoid treatment as an Excess Severance Payment.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits Benefit or similar benefits are benefit is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, state and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's ’s independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's ’s acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined. Notwithstanding anything to the contrary in this Section 5, if any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits would be subject to excise tax pursuant to Section 4999 of the Code (or any similar federal or state excise tax), but would not be so subject if the total of such payments would be reduced by 10% or less, then such payment shall be reduced by the minimum amount necessary so as not to cause Corporation to have paid an Excess Severance Payment as defined in Section 280G(b)(1) of the Code and so the Executive will not be subject to Excise Tax pursuant to Section 4999 of the Code. The calculation of any potential reduction pursuant to this paragraph or any disputes related thereto shall be resolved as described above with respect to the calculation of the Tax Gross-Up. In the event that the amount of any Severance payments that would be payable to or for the benefit of Executive under this Agreement must be modified or reduced to comply with this provision, Executive shall direct which Severance payments are to be modified or reduced; provided, however, that no increase in the amount of any payment or change in the timing of the payment shall be made without the consent of Corporation. In no event shall the total payments be reduced by more than 10% in order to avoid treatment as an Excess Severance Payment.

Tax gross-up. If A. In the event that any Severance Benefit or other benefit paid or provided under Section 4, or payments to which the acceleration Executive becomes entitled in accordance with the provisions of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended this Agreement (or any similar federal other benefits to which the Executive may become entitled in connection with any change in control or state excise tax)ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, the Corporation Company shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts an amount (the "“Tax Gross-Up"). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments ”) sufficient to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive on an after-tax basis for all reasonable legal and accounting fees incurred any excise tax imposed, pursuant to Code Section 4999 or any successor provision or similar tax (“Excise Tax”), on the Executive with respect to such payments or other benefits, so that the calculation of the Tax GrossExecutive does not incur any out-Up and any disputes related theretoof-pocket cost with respect to such Excise Tax. For purposes of determining the amount of the Tax Gross-Upthis purpose, the Executive shall be deemed to pay federal income taxes at be in the highest marginal rate of federal income taxation and state taxes. The Tax Gross-Up payment shall be made at the time the Excise Tax triggering the right to such payment is remitted to the appropriate tax authorities but no later than the close of the calendar year following the calendar year in which such Excise Tax is remitted to the appropriate tax authorities. B. In the event the Internal Revenue Service subsequently determines that the Executive’s actual Excise Tax liability is greater than the Excise Tax liability taken into account for purposes of the Tax Gross-Up paid to the Executive pursuant to preceding provisions of this Paragraph 4.6, the Company shall reimburse the Executive for the additional Tax Gross-Up attributable to that excess Excise Tax Liability and any related interest and/or penalties due to the Internal Revenue Service. Any such reimbursements shall be made on the date the additional Excise Tax is remitted to the appropriate tax authorities but no later than the end of the calendar year following the calendar year in which the additional Excise Tax Gross-Up is remitted to be made and state and local income taxes at the highest marginal rates of taxation in tax authorities. In the state and locality of event that the Executive's residence on ’s actual Excise Tax liability is determined by the date of termination. If the excise tax is subsequently determined Internal Revenue Service to be less than the amount Excise Tax liability taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion for purposes of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment paid to the Executive in respect pursuant to the preceding provisions of such excess at this Paragraph 4.6, then the time Executive shall refund to the amount of such excess is finally determinedCompany, promptly upon receipt, any federal or state tax refund attributable to the Excise Tax overpayment.

Tax gross-up. (a) If you become entitled to any Severance Benefit payments or benefits whether pursuant to the terms of this Agreement or any other benefit paid plan, arrangement or provided under Section 4agreement with the Company, any person whose actions result in a change in control or any person affiliated with the acceleration of stock option vestingCompany or such persons (in the aggregate, "Payments" or the payment or distribution of any Employee Benefits or similar benefits singularly, "Payment") which are subject to excise tax pursuant to taxes under Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise taxsuccessor provision thereto) of the Code (the "Excise Tax"), the Corporation Company shall pay to you an additional amount ("Gross-Up Payment") such that the Executive such additional compensation as is necessary net amount retained by you, after deduction of (after taking into account all A) any Excise Tax on Payments, (B) any federal, state, state and local income taxes payable tax and Excise Tax upon the payment provided for by this Section, and (C) any interest and penalties imposed because the Executive as a result Excise Tax is not paid during the period beginning with the earlier of the receipt of such additional compensationdate (i) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred IRS issues a notice stating that an Excise Tax is due with respect to any a Payment, (ii) you deliver to the Company an opinion of such amounts tax counsel selected by you and reasonably acceptable to the Company that all or a portion of the Payment is subject to the Excise Tax and setting forth the estimated amount of the Excise Tax on the Payment, and (iii) the Company delivers to you an opinion of tax counsel selected by the Company and reasonably acceptable to you that all or a portion of the payment is subject to the Excise Tax and setting forth the estimated amount of the Excise Tax on the Payment (the "Excise Tax Gross-UpImposition Date"). The Corporation ) and ending ten (10) days after the Excise Tax Imposition Date, shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments be equal to the Executive. The calculation full amount of the Tax Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related theretoPayments. For purposes of determining the amount of the Tax Gross-UpUp Payment, the Executive you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's your residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable Payment is to such reduction. Notwithstanding the Executive's acceptance or rejection be made, net of the Tax maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (b) The Gross-Up calculationPayment for any Payment made shall be paid to you within ten (10) days after the Excise Tax Imposition Date, if unless the excise tax is determined Company undertakes to exceed indemnify you as provided in Section 5 (c). (c) In lieu of paying the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment Payment for any Payment, the Company may elect to undertake, at its sole expense, the Executive in respect defense and settlement of such excess at any assessment by the time IRS of the amount of such excess is finally determined.Excise Tax on any Payment. In the alternative, the Company may elect to pay the Gross-Up

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 42.1, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are is subject to excise tax pursuant to Code Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation State Auto shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, state and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation State Auto shall pay such additional compensation at the time when the Corporation State Auto withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's State Auto’s independent certified public accounting firm engaged by the Corporation State Auto immediately prior to the Change in of Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 10.1 shall control. The Corporation State Auto shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. Any payments owed to Executive under this Section 9.1 for Tax Gross-up or reasonable legal and accounting fees related to the calculation of the same, which are subject to the rules under Code Section 409A and related regulations, shall be made to Executive no later than the end of the calendar year following the calendar year in which the taxes are remitted to the taxing authority. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If Notwithstanding anything to the contrary in this Section 9.1, if any Severance Benefit or other benefit paid or provided under Section 2.1, or the acceleration of stock option vesting, would be subject to excise tax is subsequently determined pursuant to Code Section 4999 (or any similar federal or state excise tax), but would not be less than so subject if the total of such payments would be reduced by 10% or less, then such payment shall be reduced by the minimum amount taken into account hereunder at the time necessary so as not to cause State Auto to have paid an Excess Severance Payment as defined in Code Section 2806(b)(1) and so Executive will not be subject to Excise Tax pursuant to Code Section 4999. The calculation of termination of employment, the Executive any potential reduction pursuant to this paragraph or any disputes related thereto shall repay be resolved as described above with respect to the Corporation at the time the reduction in excise tax is finally determined, the portion calculation of the Tax Gross-Up attributable to such reductionUp. Notwithstanding In the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time event that the amount of such excess is finally determinedany Severance Benefit that would be payable to or for the benefit of Executive under this Agreement must be modified or reduced to comply with this provision, it shall be modified or reduced on a pro-rata basis. In no event shall the total payments be reduced by more than 10% in order to avoid treatment as an Excess Severance Payment.

Tax gross-up. (a) If you become entitled to any Severance Benefit payments or benefits whether pursuant to the terms of this Agreement or any other benefit paid plan, arrangement or provided under Section 4agreement with the Company, any person whose actions result in a change in control or any person affiliated with the acceleration of stock option vestingCompany or such persons (in the aggregate, "Payments" or the payment or distribution of any Employee Benefits or similar benefits singularly, "Payment") which are subject to excise tax pursuant to taxes under Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise taxsuccessor provision thereto) of the Code (the "Excise Tax"), the Corporation Company shall pay to you an additional amount ("Gross-Up Payment") such that the Executive such additional compensation as is necessary net amount retained by you, after deduction of (after taking into account all A) any Excise Tax on Payments, (B) any federal, state, state and local income taxes payable tax and Excise Tax upon the payment provided for by this Section, and (C) any interest and penalties imposed because the Executive as a result Excise Tax is not paid during the period beginning with the earlier of the receipt of such additional compensationdate (i) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred IRS issues a notice stating that an Excise Tax is due with respect to any a Payment, (ii) you deliver to the Company an opinion of such amounts tax counsel selected by you and reasonably acceptable to the Company that all or a portion of the Payment is subject to the Excise Tax and setting forth the estimated amount of the Excise Tax on the Payment, and (iii) the Company delivers to you an opinion of tax counsel selected by the Company and reasonably acceptable to you that all or a portion of the payment is subject to the Excise Tax and setting forth the estimated amount of the Excise Tax on the Payment (the "Excise Tax Gross-UpImposition Date"). The Corporation ) and ending ten (10) days after the Excise Tax Imposition Date, shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments be equal to the Executive. The calculation full amount of the Tax Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related theretoPayments. For purposes of determining the amount of the Tax Gross-UpUp Payment, the Executive you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's your residence on the date the Gross-Up Payment is to be made, net of terminationthe maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (b) The Gross-Up Payment for any Payment made shall be paid to you within ten (10) days after the Excise Tax Imposition Date, unless the Company undertakes to indemnify you as provided in Section 5 (c). (c) In lieu of paying the Gross-Up Payment for any Payment, the Company may elect to undertake, at its sole expense, the defense and settlement of any assessment by the IRS of the Excise Tax on any Payment. In the alternative, the Company may elect to pay the Gross-Up Payment and seek to recover the Excise Tax by pursuing a claim for a refund. If the excise Company so elects to undertake the defense or settlement of any assessment by the IRS of the Excise Tax on any Payment or the recovery of the Excise Tax through a claim for refund, the Company shall protect, defend, indemnify and hold you forever harmless from and against the Excise Tax on such Payment and payments pursuant to this Section 5(c) and any federal, state and local income tax (determined pursuant to the last sentence of Section 5(a)) upon payments pursuant to this Section 5(c) and any and all liabilities, demands, claims, actions, causes of action, assessments, losses, costs, damages or expenses, including attorneys' and accountants' fees in connection with any thereof, and any interest and penalties sustained by you as a result of or arising out of or by virtue of the Company's undertaking. You shall cooperate with the Company as reasonably requested by the Company in the conduct of such defense, settlement or refund claim. (d) If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at in determining the time of termination of employmentGross-Up Payment paid pursuant to Section 5(a), the Executive you shall repay to the Corporation at Company within ten (10) days after the time that the amount of such reduction in excise tax Excise Tax is finally determined, determined the portion of the Tax Gross-Up Payment attributable to such reduction. Notwithstanding reduction plus interest on the Executive's acceptance or rejection amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Tax Code for debt instruments with a maturity after issuance equal to the period beginning on the date the Gross-Up calculationPayment was made and ending on the date of repayment required by this sentence, if or in the excise tax case of a refund, plus interest paid on such refund. If the Excise Tax is determined to exceed the amount taken into account hereunder at in determining the Gross-Up Payment paid pursuant to Section 5(a) (the "Excise Tax Deficit"), the Company within ten (10) days after the time that the amount of termination of employment, the Corporation Excise Tax Deficit is finally determined shall make an additional Tax Gross-Up payment to you in an amount equal to (i) the Executive in Excise Tax Deficit, plus (ii) an amount equal to any interest and penalties payable to the IRS with respect to the Excise Tax Deficit, plus (iii) any federal, state and local income tax and Excise Tax (determined pursuant to the last sentence of such excess at the time the amount of such excess is finally determinedSection 5(a)) upon payments made pursuant to this sentence.

Tax gross-up. If (a) In the event that the amount of any Severance Benefit or other benefit paid or provided under Section 4compensation, or the acceleration of stock option vesting, or the payment or distribution by the Company to or for the benefit of any Employee Benefits or similar benefits are subject to excise tax the Executive pursuant to the terms of this Agreement, calculated in a manner consistent with Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, or any similar federal interest or state penalties are incurred by the Executive 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”), the Corporation Executive shall pay be entitled to receive an additional payment or payments (collectively, the Executive “Gross-Up Payment”) such additional compensation as is necessary (that the net amount retained by the Executive, after taking into account all deduction of any Excise Tax on the Aggregate Payments, any federal, state, and local income taxes payable tax, employment tax and Excise Tax upon the payment provided by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (or this Section 3(a), and any interest or and/or penalties thereon) been paid or incurred assessed with respect to any of such amounts (the "Tax Gross-Up"). The Corporation Excise Tax, shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments be equal to the Executive. The calculation Aggregate Payments. (b) Subject to the provisions of the Tax Section 3(c) below, all determinations required to be made under this Section 3(b), including whether a Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control Payment is required and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or amount of such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation Payment, shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the parties are thereafter unable to agree Executive within an additional forty-five (45) days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation business days of the Tax Gross-Up and any disputes related theretoapplicable Trigger Event, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. For purposes of determining the amount of the Tax Gross-UpUp Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in applicable to individuals for the calendar year in which the Tax Gross-Up Payment is to be made made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive's ’s residence on the date of terminationa Trigger Event, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. If The Gross-Up Payment, if any, as determined pursuant to this Section 3(b), shall be paid to the excise relevant tax authorities as withholding taxes on behalf of the Executive at such time or times when each Excise Tax payment is subsequently determined due. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. (c) If, after a Gross-Up Payment by the Company on behalf of the Executive pursuant to be less than this Section 3, the amount taken into account hereunder at the time of termination of employmentExecutive becomes entitled to receive any refund with respect to such claim, the Executive shall repay promptly pay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time Company the amount of such excess is finally determinedrefund (together with any interest paid or credited thereon after taxes applicable thereto).

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits Benefit or similar benefits are benefit is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's ’s independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's ’s independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's ’s acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits Benefit or similar benefits are benefit is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar federal or state excise tax), the Corporation Companies shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, state and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation Companies shall pay such additional compensation at the time when the Corporation Companies withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's Companies’ independent certified public accounting firm engaged by the Corporation Companies immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 13 shall control. The Corporation Companies shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of terminationseparation from service. If Notwithstanding anything to the contrary in this Section 5, if any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits would be subject to excise tax is subsequently determined pursuant to Section 4999 of the Code (or any similar federal or state excise tax), but would not be less than so subject if the total of such payments would be reduced by 10% or less, then such payment shall be reduced by the minimum amount taken into account hereunder at necessary so as not to cause Companies to have paid an Excess Severance Payment as defined in Section 280G(b)(1) of the time of termination of employment, Code and so the Executive will not be subject to Excise Tax pursuant to Section 4999 of the Code. The calculation of any potential reduction pursuant to this paragraph or any disputes related thereto shall repay be resolved as described above with respect to the Corporation at the time the reduction in excise tax is finally determined, the portion calculation of the Tax Gross-Up attributable to such reductionUp. Notwithstanding In the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time event that the amount of such excess is finally determinedany Severance payments that would be payable to or for the benefit of Executive under this Agreement must be modified or reduced to comply with this provision, they shall be modified or reduced on a pro-rata basis. In no event shall the total payments be reduced by more than 10% in order to avoid treatment as an Excess Severance Payment.

Tax gross-up. If the Canada Revenue Agency or any Severance Benefit or other benefit paid or provided under Section 4provincial taxing authority, or the acceleration of stock option vestingUnited States Internal Revenue Service or any state taxing authority, or assesses the Indemnitee on the basis that any indemnity payment received must be included in computing the Indemnitee’s income for tax purposes, then, unless the Company elects to dispute such assessment at its expense and is successful in reversing the assessment, the Company will make an additional payment or distribution of any Employee Benefits or similar benefits are subject payments from time to excise tax pursuant to Section 4999 of time, at such times in such amounts as will ensure the Internal Revenue Code of 1986Indemnitee is not out-of-pocket, as amended (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after Indemnitee to fully ensure that, taking into account all federal, state, and local any income taxes payable by the Executive as a result inclusion required in respect of the receipt of any indemnity payment or such additional compensation) to place payment or payments, the Executive in the same after-Indemnitee is after receiving such additional payment or payments, fully compensated for any actual tax position the Executive would have been in had no such excise tax liability (or including any interest or penalties thereon) been paid penalty), or incurred with respect for the use of losses, deductions, credits or similar amounts used in offsetting an income inclusion or other assessed amounts relating to any of such amounts (the "Tax Gross-Up")indemnity payment or to any additional payment made under this Agreement. The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax If any claim arising from any payments right to the Executive. The calculation of the Tax Gross-Up shall be approved indemnification conferred by the Corporation's independent certified public accounting firm engaged Company pursuant to §0, §0 and §9 is not paid in full by the Corporation immediately prior to Company within thirty (30) days after a written claim has been received by the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) daysCompany, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse Indemnitee may, at any time thereafter, bring suit against the Executive for all reasonable legal and accounting fees incurred with respect Company to recover the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the unpaid amount of the Tax Gross-Upclaim and, if successful in whole or in part, the Executive shall Indemnitee will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is entitled to be made paid also the expense of prosecuting such claim. The Company will have no obligation to indemnify or save harmless the Indemnitee in respect of any liability for which he/she is entitled to be indemnified pursuant to any valid and state and local income taxes at collectible policy of insurance. Where partial indemnity is provided by such policy, the highest marginal rates of taxation in the state and locality obligation of the Executive's residence on the date of termination. If the excise tax is subsequently determined Company under §0, §0 and §9 will be limited to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the that portion of the Tax Gross-Up attributable liability for which indemnification is not provided by such policy. The foregoing notwithstanding, to the extent that the Indemnitee has purchased any such insurance and has not been reimbursed therefor by any person, the obligation of the Company hereunder shall be primary to such reduction. Notwithstanding the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determinedinsurance.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits Benefit or similar benefits are benefit is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "Tax Gross-Up"). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined. Notwithstanding anything to the contrary in this Section 5, if any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits would be subject to excise tax pursuant to Section 4999 of the Code (or any similar federal or state excise tax), but would not be so subject if the total of such payments would be reduced by 10% or less, then such payment shall be reduced by the minimum amount necessary so as not to cause Corporation to have paid an Excess Severance Payment as defined in Section 280G(b)(l) of the Code and so the Executive will not be subject to Excise Tax pursuant to Section 4999 of the Code. The calculation of any potential reduction pursuant to this paragraph or any disputes related thereto shall be resolved as described above with respect to the calculation of the Tax Gross-Up. In the event that the amount of any Severance Payments that would be payable to or for the benefit of Executive under this Agreement must be modified or reduced to comply with this provision, Executive shall direct which Severance Payments are to be modified or reduced; provided, however, that no increase in the amount of any payment or change in the timing of the payment shall be made without the consent of Corporation. In no event shall the total payments be reduced by more than 10% in order to avoid treatment as an Excess Severance Payment.

Tax gross-up. If (a) In the event that any Severance Benefit or other benefit paid or of the benefits provided under for in Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are 3 hereof will be subject to excise income tax pursuant to Section 4999 of imposed by the Internal Revenue Code of 1986, as amended (or the "Code") and any similar federal or applicable state excise taxand local income tax law (collectively, the "Tax"), the Corporation shall immediately pay to or to the order of the Executive an additional amount (the "Gross-up Payment") such additional compensation as is necessary (that the net amount retained by the Executive, after taking into account all deduction of any Tax on such benefits and any federal, state, state and local income taxes payable tax on the payment provided for by this Section 8(a), shall be equal to the Executive as a result of the receipt amount of such additional compensation) to place benefits, placing the Executive in the same after-tax financial position the Executive in which he would have been in if he had no not incurred any such excise income tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (liability for the "Tax Gross-Up"). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be benefits provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) days, the arbitration provisions of under Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto3 hereof. For purposes of determining 6 -6- the amount of the Tax Gross-Upup Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal individual rate of federal income taxation on compensation in the calendar year in which the Tax Gross-Up up Payment is to be made and state and local income taxes at the highest marginal rates individual rate of taxation on compensation in the state and locality of the Executive's residence on the date last day of termination. If the excise tax calendar year for which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (b) In the event that the Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employmentdetermination, the Executive shall repay to the Corporation at the time that the amount of such reduction in excise tax Tax is finally determined, determined the portion of the Tax Gross-Up up Payment attributable to such reduction. Notwithstanding reduction (plus the portion of the Gross-up Payment attributable to the Tax and federal, state and local income tax imposed on the Gross-up Payment being repaid by the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise such repayment results in a reduction in Tax or in federal, state and local income tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time deductions) plus interest on the amount of such excess is finally determinedrepayment at the rate provided in Section 1274(d) of the Code.

Tax gross-up. (a) If you become entitled to any Severance Benefit payments or benefits whether pursuant to the terms of this Agreement or any other benefit paid plan, arrangement or provided under Section 4agreement with the Company, any person whose actions result in a change in control or any person affiliated with the acceleration of stock option vestingCompany or such persons (in the aggregate, "Payments" or the payment or distribution of any Employee Benefits or similar benefits singularly, "Payment") which are subject to excise tax pursuant to taxes under Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise taxsuccessor provision thereto) of the Code (the "Excise Tax"), the Corporation Company shall pay to you an additional amount ("Gross-Up Payment") such that the Executive such additional compensation as is necessary net amount retained by you, after deduction of (after taking into account all A) any Excise Tax on Payments, (B) any federal, state, state and local income taxes payable tax and Excise Tax upon the payment provided for by this Section, and (C) any interest and penalties imposed because the Executive as a result Excise Tax is not paid during the period beginning with the earlier of the receipt of such additional compensationdate (i) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred IRS issues a notice stating that an Excise Tax is due with respect to any a Payment, (ii) you deliver to the Company an opinion of such amounts tax counsel selected by you and reasonably acceptable to the Company that all or a portion of the Payment is subject to the Excise Tax and setting forth the estimated amount of the Excise Tax on the Payment, and (iii) the Company delivers to you an opinion of tax counsel selected by the Company and reasonably acceptable to you that all or a portion of the payment is subject to the Excise Tax and setting forth the estimated amount of the Excise Tax on the Payment (the "Excise Tax Gross-UpImposition Date"). The Corporation ) and ending ten (10) days after the Excise Tax Imposition Date, shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments be equal to the Executive. The calculation full amount of the Tax Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related theretoPayments. For purposes of determining the amount of the Tax Gross-UpUp Payment, the Executive you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's your residence on the date the Gross-Up Payment is to be made, net of terminationthe maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (b) The Gross-Up Payment for any Payment made shall be paid to you within ten (10) days after the Excise Tax Imposition Date, unless the Company undertakes to indemnify you as provided in Section 5 (c). (c) In lieu of paying the Gross-Up Payment for any Payment, the Company may elect to undertake, at its sole expense, the defense and settlement of any assessment by the IRS of the Excise Tax on any Payment. In the alternative, the Company may elect to pay the Gross-Up Payment and seek to recover the Excise Tax by pursuing a claim for a refund. If the excise Company so elects to undertake the defense or settlement of any assessment by the IRS of the Excise Tax on any Payment or the recovery of the Excise Tax through a claim for refund, the Company shall protect, defend, indemnify and hold you forever harmless from and against the Excise Tax on such Payment and payments pursuant to this Section 5(c) and any federal, state and local income tax (determined pursuant to the last sentence of Section 5(a)) upon payments pursuant to this Section 5(c) and any Mr. Barry Donnell August 26, 1998 Xxxx 00 and all liabilities, demands, claims, actions, causes of action, assessments, losses, costs, damages or expenses, including attorneys' and accountants' fees in connection with any thereof, and any interest and penalties sustained by you as a result of or arising out of or by virtue of the Company's undertaking. You shall cooperate with the Company as reasonably requested by the Company in the conduct of such defense, settlement or refund claim. (d) If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at in determining the time of termination of employmentGross-Up Payment paid pursuant to Section 5(a), the Executive you shall repay to the Corporation at Company within ten (10) days after the time that the amount of such reduction in excise tax Excise Tax is finally determined, determined the portion of the Tax Gross-Up Payment attributable to such reduction. Notwithstanding reduction plus interest on the Executive's acceptance or rejection amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Tax Code for debt instruments with a maturity after issuance equal to the period beginning on the date the Gross-Up calculationPayment was made and ending on the date of repayment required by this sentence, if or in the excise tax case of a refund, plus interest paid on such refund. If the Excise Tax is determined to exceed the amount taken into account hereunder at in determining the Gross-Up Payment paid pursuant to Section 5(a) (the "Excise Tax Deficit"), the Company within ten (10) days after the time that the amount of termination of employment, the Corporation Excise Tax Deficit is finally determined shall make an additional Tax Gross-Up payment to you in an amount equal to (i) the Executive in Excise Tax Deficit, plus (ii) an amount equal to any interest and penalties payable to the IRS with respect to the Excise Tax Deficit, plus (iii) any federal, state and local income tax and Excise Tax (determined pursuant to the last sentence of such excess at the time the amount of such excess is finally determinedSection 5(a)) upon payments made pursuant to this sentence.

Tax gross-up. This Section 9 shall apply only with respect a Change of Ownership Control that closes and becomes effective prior to the second anniversary of the Start Date. To the extent that no such transaction has occurred by that date, this Section 9 shall terminate. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax benefit Executive would receive pursuant to this Agreement or otherwise, but determined without regard to any additional payment required under this Section 4999 9, (collectively, the "Payment") would (x) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise taxthe "Code"), the Corporation shall pay and (y) be subject to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable excise tax imposed by the Executive as a result Section 4999 of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (Code or any interest or penalties thereon) been paid or incurred payable with respect to such excise tax (such excise tax, together with any of such amounts interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Executive shall be entitled to receive from the Company an additional payment (the "Tax Gross-Up"). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up Payment," and any iterative payments pursuant to this paragraph also shall be approved "Gross-Up Payments") in an amount that shall fund the payment by Executive of any Excise Tax on the Payment, as well as all income and employment taxes on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment. For this purpose, all income taxes will be assumed to apply to Executive at the highest marginal rate. Any Gross-Up Payment shall be paid to Executive, or for his benefit, within 15 days following receipt by the Corporation's independent certified public Company of the report of the accounting firm described below. The accounting firm engaged by the Corporation immediately Company for general audit purposes as of the day prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation effective date of the Tax Gross-UpChange of Ownership Control shall perform the foregoing calculations. If the Executive rejects accounting firm so engaged by the Tax Gross-Up calculation and Company is also serving as accountant or auditor for the parties are thereafter unable to agree within an additional forty-five (45) daysindividual, entity or group which will control the Company upon the occurrence of a Change of Ownership Control, the arbitration provisions of Section 10 Company shall controlappoint a nationally recognized accounting firm other than the accounting firm engaged by the Company for general audit purposes to make the determinations required hereunder. The Corporation Company shall reimburse the Executive for bear all reasonable legal and accounting fees incurred expenses with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's residence on Executive within thirty calendar days after the date of terminationon which such accounting firm has been engaged to make such determinations or such other time as requested by the Company or Executive. If the excise tax accounting firm determines that no Excise Tax is subsequently payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Notwithstanding the above, in the event that the Excise Tax incurred by Executive is determined by the Internal Revenue Service ("IRS") to be less greater than the amount taken into account hereunder at so determined by the time of termination of employmentaccounting firm engaged to make the determinations hereunder, the Company agrees to promptly make such additional payment, including interest and any tax penalties, to Executive shall repay as the accounting firm engaged to make the Corporation at determinations hereunder reasonably determines in light of such IRS determination is appropriate to fulfill the time the reduction in excise tax is finally determined, the portion parties' intent under this Section 9. Any good faith determinations of the Tax Gross-Up attributable to such reduction. Notwithstanding accounting firm made hereunder shall be final, binding, and conclusive upon the Company and Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits under any plan, program, or agreement which is applicable to the Executive are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation shall pay such additional compensation at the time when the Corporation withholds determines that any payment is subject to the excise tax under Section 4999 of the Code, but in no event later than December 31 of the year after the year in which the Executive remits such excise tax from any payments to the Executivetax. The calculation of the Tax Gross-Up shall be approved by the Corporation's ’s independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's ’s acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "Tax Gross-Up"). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined.

Tax gross-up. (a) If you become entitled to any Severance Benefit payments or benefits whether pursuant to the terms of this Agreement or any other benefit paid plan, arrangement or provided under Section 4agreement with the Company, any person whose actions result in a change in control or any person affiliated with the acceleration of stock option vestingCompany or such persons (in the aggregate, "Payments" or the payment or distribution of any Employee Benefits or similar benefits singularly, "Payment") which are subject to excise tax pursuant to taxes under Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise taxsuccessor provision thereto) of the Code (the "Excise Tax"), the Corporation Company shall pay to you an additional amount ("Gross-Up Payment") such that the Executive such additional compensation as is necessary net amount retained by you, after deduction of (after taking into account all A) any Excise Tax on Payments, (B) any federal, state, state and local income taxes payable tax and Excise Tax upon the payment provided for by this Section, and (C) any interest and penalties imposed because the Executive as a result Excise Tax is not paid during the period beginning with the earlier of the receipt of such additional compensationdate (i) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred IRS issues a notice stating that an Excise Tax is due with respect to any a Payment, (ii) you deliver to the Company an opinion of such amounts tax counsel selected by you and reasonably acceptable to the Company that all or a portion of the Payment is subject to the Excise Tax and setting forth the estimated amount of the Excise Tax on the Payment, and (iii) the Company delivers to you an opinion of tax counsel selected by the Company and reasonably acceptable to you that all or a portion of the payment is subject to the Excise Tax and setting forth the estimated amount of the Excise Tax on the Payment (the "Excise Tax Gross-UpImposition Date"). The Corporation ) and ending ten (10) days after the Excise Tax Imposition Date, shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments be equal to the Executive. The calculation full amount of the Tax Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related theretoPayments. For purposes of determining the amount of the Tax Gross-UpUp Payment, the Executive you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's your residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable Payment is to such reduction. Notwithstanding the Executive's acceptance or rejection be made, net of the Tax maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (b) The Gross-Up calculationPayment for any Payment made shall be paid to you within ten (10) days after the Excise Tax Imposition Date, if unless the excise tax is determined Company undertakes to exceed indemnify you as provided in Section 5 (c). (c) In lieu of paying the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment Payment for any Payment, the Company may elect to undertake, at its sole expense, the Executive in respect defense and settlement of such excess at any assessment by the time the amount of such excess is finally determined.IRS of

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits Benefit or similar benefits are benefit is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar federal or state excise tax), the Corporation Companies shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, state and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation Companies shall pay such additional compensation at the time when the Corporation Companies withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's Companies’ independent certified public accounting firm engaged by the Corporation Companies immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 12 shall control. The Corporation Companies shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If Notwithstanding anything to the contrary in this Section 5, if any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits would be subject to excise tax is subsequently determined pursuant to Section 4999 of the Code (or any similar federal or state excise tax), but would not be less than so subject if the total of such payments would be reduced by 10% or less, then such payment shall be reduced by the minimum amount taken into account hereunder at necessary so as not to cause Companies to have paid an Excess Severance Payment as defined in Section 280G(b)(1) of the time of termination of employment, Code and so the Executive will not be subject to Excise Tax pursuant to Section 4999 of the Code. The calculation of any potential reduction pursuant to this paragraph or any disputes related thereto shall repay be resolved as described above with respect to the Corporation at the time the reduction in excise tax is finally determined, the portion calculation of the Tax Gross-Up attributable to such reductionUp. Notwithstanding In the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time event that the amount of such excess is finally determinedany Severance payments that would be payable to or for the benefit of Executive under this Agreement must be modified or reduced to comply with this provision, they shall be modified or reduced]on a pro-rata basis. In no event shall the total payments be reduced by more than 10% in order to avoid treatment as an Excess Severance Payment.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's ’s independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 11 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's ’s acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation shall pay such additional compensation any Tax Gross-Up at the time when the Corporation withholds such excise tax from any payments to the Executive; provided, however, that, the Tax Gross-Up shall in all events be paid no later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the excise tax on a payment is remitted to the Internal Revenue Service or any other applicable taxing authority. The calculation of the Tax Gross-Up shall be approved by the Corporation's ’s independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 11 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. The Company’s obligation to make the Tax Gross-Up under this Section 5 shall not be conditioned upon the Executive’s termination of employment. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's ’s acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4(i) Prior to Closing, or the acceleration of stock option vesting, or Seller and Buyer shall agree to the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 amount of the Internal Revenue Code of 1986, as amended proposed Incremental Tax (or any similar federal or state excise tax“Estimated Incremental Tax”), the Corporation shall pay with such amount to the Executive such additional compensation be paid by Buyer to Seller at Closing as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive provided in the same after-tax position the Executive would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "Tax Gross-Up")Section 2.4. The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional Within forty-five (45) daysdays after the later of the (i) finalization of the post-Closing adjustments described in Section 2.8, and (ii) the filing of the S corporation Return including the deemed sale of assets by the Company, the arbitration provisions of Section 10 Buyer shall controlprovide to the Seller Buyer’s calculations used to determine the final Incremental Tax (“Final Incremental Tax”). The Corporation Seller shall reimburse timely provide Buyer with all Tax Returns or other documents reasonably requested by Buyer in order for Buyer to determine the Executive for all reasonable legal Final Incremental Tax. Within twenty (20) days of such receipt, the Seller shall notify the Buyer of any objection to one or more items reflected in the delivered Final Incremental Tax calculation. The Seller and accounting fees incurred the Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if the Seller and the Buyer are unable to resolve any dispute with respect to the Final Incremental Tax calculation within thirty (30) days following the Seller’s notification, such dispute shall be resolved by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be borne equally by the Seller and the Buyer. In the event the Final Incremental Tax is greater than the Estimated Incremental Tax the Buyer shall pay to the Seller the difference between the Final Incremental Tax and the Estimated Incremental Tax within five (5) Business Days after the Seller’s receipt of the Final Incremental Tax from the Buyer or the final determination of such amount by the Independent Accounting Firm if there is a dispute of the Final Incremental Tax calculation. In the event the Final Incremental Tax is less than the Estimated Incremental Tax, the Seller shall pay to the Buyer the difference between the Estimated Incremental Tax and the Final Incremental Tax within five (5) Business Days after the Seller’s receipt of the Final Incremental Tax from the Buyer or the final determination of such amount by the Independent Accounting Firm if there is a dispute of the Final Incremental Tax calculation. (ii) The Parties hereto acknowledge and agree that the calculation of the Incremental Tax Gross-Up shall only be determined based on the understanding and any disputes related thereto. For purposes assumption that (i) the Seller is treated at all times as a validly electing “S corporation” within the meaning of determining the amount Sections 1361 and 1362 of the Code and (ii) the Company is classified as an entity “disregarded” as separate from the Seller for all income Tax Grosspurposes (including under Treasury Regulations Section 301.7701-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay 3) immediately prior to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determinedClosing.

Tax gross-up. If any Severance Benefit amount or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are §5 is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar federal or state excise tax), the Corporation State Auto shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, state and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts or benefits (the "“Tax Gross-Up"”). The Corporation State Auto shall pay such additional compensation at the time when the Corporation State Auto withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's State Auto’s independent certified public accounting firm then-engaged by the Corporation immediately prior to the Change in Control State Auto, and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 issue shall controlbe arbitrated. The Corporation State Auto shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes dispute related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation State Auto at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's ’s acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation State Auto shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined. Notwithstanding anything to the contrary in this Section, if any amount or benefit paid or provided under §5 would be subject to excise tax pursuant to Section 4999 of the Code (or any similar federal or state excise tax), but would not be so subject if the total of such payments would be reduced by 10% or less, then such payment shall be reduced by the minimum amount necessary so as not to cause State Auto to have paid an Excess Severance Payment as defined in Section 280G(b)(1) of the Code and so Executive will not be subject to Excise Tax pursuant to Section 4999 of the Code. The calculation of any potential reduction pursuant to this paragraph or any disputes related thereto shall be resolved as described above with respect to the calculation of the Tax Gross-Up. In the event that the amount of any severance payments that would be payable to or for the benefit of Executive under this Agreement must be modified or reduced to comply with this provision, Executive shall direct which severance payments are to be modified or reduced; provided, however, that no increase in the amount of any payment or change in the timing of the payment shall be made without the consent of State Auto. In no event shall the total payments be reduced by more than 10% in order to avoid treatment as an Excess Severance Payment.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits Benefit or similar benefits are benefit is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation Companies shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, state and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "“Tax Gross-Up"”). The Corporation Companies shall pay such additional compensation at the time when the Corporation withholds Companies withhold such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's Companies’ independent certified public accounting firm engaged by the Corporation Companies immediately prior to the Change in of Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) 45 days, the arbitration provisions of Section 10 13 shall control. The Corporation Companies shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. Any payments owed to Executive under this Section 5 for Tax Gross-up or reasonable legal and accounting fees related to the calculation of the same, which are subject to the rules under Section 409A of the Code and related regulations, shall be made to Executive no later than the end of the calendar year following the calendar year in which the taxes are remitted to the taxing authority. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's ’s residence on the date of termination. If Notwithstanding anything to the contrary in this Section 5, if any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits would be subject to excise tax is subsequently determined pursuant to Section 4999 of the Code (or any similar federal or state excise tax), but would not be less than so subject if the total of such payments would be reduced by 10% or less, then such payment shall be reduced by the minimum amount taken into account hereunder at necessary so as not to cause Companies to have paid an Excess Severance Payment as defined in Section 280G(b)(1) of the time Code and so Executive will not be subject to Excise Tax pursuant to Section 4999 of termination the Code. The calculation of employment, the Executive any potential reduction pursuant to this paragraph or any disputes related thereto shall repay be resolved as described above with respect to the Corporation at the time the reduction in excise tax is finally determined, the portion calculation of the Tax Gross-Up attributable to such reductionUp. Notwithstanding In the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time event that the amount of such excess is finally determinedany Severance Benefit that would be payable to or for the benefit of Executive under this Agreement must be modified or reduced to comply with this provision, they shall be modified or reduced on a pro-rata basis. In no event shall the total payments be reduced by more than 10% in order to avoid treatment as an Excess Severance Payment.

Tax gross-up. If any Severance Benefit All payments shall be made without withholding or other benefit paid or provided under Section 4------------ deduction for, or the acceleration on account of, any present or future taxes or duties imposed or levied by or on behalf of stock option vestingany governmental taxing authority or, if any such withholding or deductions are required to be made by law, with the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive amounts as will result in the same after-tax position the Executive holders receiving such amounts as they would have been in received had no such excise tax (withholding or any interest or penalties thereon) reduction been paid or incurred required. In connection with its becoming a party to the Credit Agreement, each Lender shall deliver such forms regarding the applicability of U.S. withholding taxes to it as are usual for facilities of this type. In addition, each Lender, at the cost and expense of the Company, shall agree, on customary terms, to take such actions to mitigate withholdings taxes as are not adverse to it in its sole judgment. Changes in Commencing the date of delivery of the first ---------- quarterly financial statements after the Closing Commitment Fees and Date, so long as no event of default shall have ------------------- occurred and be continuing, Applicable Margins in Interest Rates: respect of Loans and commitment fees under the -------------- Senior Facilities will be determined by reference to any of such amounts (the "Tax Gross-Up")Leverage Ratio as set forth in a performance pricing grid to be determined. The Corporation Applicable Margin for any Base Rate Loan shall pay such additional compensation at be equal to (i) the time when Base Rate plus the Corporation withholds such excise tax from any payments to then Applicable Margin for that tranche of Adjusted LIBOR Loan, minus (ii) 1.00%. Commencing the Executive. The calculation date of delivery of the Tax Gross-Up shall be approved by first quarterly financial statements after the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) daysClosing Date, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting commitment fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the undrawn portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive commitments in respect of such excess the Revolving Facility will be determined by reference to the Leverage Ratio as set forth in a performance pricing grid to be determined. The Leverage Ratio shall be determined as at the time last day of each fiscaL quarter; changes in interest rates and commitment fees resulting from changes in such ratio shall become effective on the amount first day on which the financial statements covering the quarter-end date as of which such excess ratio is finally determinedcomputed are available. ANNEX II TO EXHIBIT A Sources and Uses of Funds ------------------------- (in millions) (all figures are approximate) Uses of Funds Sources of Funds ------------- ---------------- Purchase Price of Cash On Hand Equity and Equity 149.0 0 Options Revolving Facility/1/ 17.2 Transaction Expenses 14.0 Term Facility 65.0 Senior Subordinated 40.0 Facility Repayment of 30.0 Investor Equity 65.0 Indebtedness Contribution Management Equity TBD/2/ Contribution Rollover Equity TBD/3/ Total Uses $193.0 Total Sources $193.0 ----------------------------- /1/ $45.0 million Revolving Facility of which approximately $17.2 million will be drawn at Closing.

Tax gross-up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal or state excise tax), the Corporation shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the "Tax Gross-Up"). The Corporation shall pay such additional compensation at the time when the Corporation withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall be approved by the Corporation's independent certified public accounting firm engaged by the Corporation immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given fifteen (15) days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional forty-five (45) days, the arbitration provisions of Section 10 shall control. The Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto. For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's residence on the date of termination. If the excise tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Executive shall repay to the Corporation at the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up attributable to such reduction. Notwithstanding the Executive's acceptance or rejection of the Tax Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Corporation shall make an additional Tax Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess is finally determined.into