Common use of Additional Payments Clause in Contracts

Additional Payments. (a) If all, or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.

Additional Payments. (a) If all, Notwithstanding anything in this Agreement or any portionother agreement to the contrary, in the event it is determined that any payments or distributions (including, without limitation, the vesting of an option or other non-cash benefit or property or the forgiveness of any indebtedness) by the Company or any affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) thereof or any other person to or for the benefit of the payments Executive, whether paid or other benefits provided under any section payable pursuant to the terms of this Agreement, either alone or together pursuant to any other agreement or arrangement with other payments and benefits that you receive or are entitled to receive from the Company or its affiliatesany such affiliate (“Payments”), (whether or not under an existing plan, arrangement or other agreement) (collectively would be subject to the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the Code, or any successor provision, or any interest or penalties with respect to the excise tax (such the excise tax, together with any interest and penalties related theretopenalties, are hereinafter collectively referred to as the "“Excise Tax") then”), in addition to any other benefits to which you are entitled under this Agreement, you then the Executive will be entitled to receive an additional payment from the Company (a "“Gross-Up Payment"”) in cash, in an amount such that after you pay payment by the Executive of all taxes (including, without limitation, (i) any income taxes (and any interest and or penalties imposed with respect thereto) to such taxes and (ii) any Excise Tax, ) imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the The amount of payments under this Article 6 (the "Parachute Gross-up") shall Up Payment will be computed and made in writing calculated by the Employer's then Company’s independent public accountants (the "Accountants")accounting firm, whose determination shall be, subject engaged immediately prior to the Employee's reasonable approval of event that triggered the calculations required under this Article 6payment, conclusive and binding upon in consultation with the Employee and the Employer for all purposesCompany’s outside legal counsel. For purposes of making the calculations required by this Section 4Section, the Accountants accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code, provided that the accounting firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). You and The Gross-Up Payment will be paid on the Executive’s last day of employment or on the occurrence of the event that results in the imposition of the Excise Tax, if later. If the precise amount of the Gross-Up Payment cannot be determined on the date it is to be paid, an amount equal to the best estimate of the Gross-Up Payment will be made on that date and, within 10 days after the precise calculation is obtained, either the Company shall furnish will pay any additional amount to the Accountants such information and documents Executive or the Executive will pay any excess amount to the Company, as the Accountants case may be. If subsequently the Internal Revenue Service (the “IRS”) claims that any additional Excise Tax is owing, an additional Gross-Up Payment will be paid to the Executive within 30 days of the Executive providing substantiation of the claim made by the IRS. After payment to the Executive of the Gross-Up Payment, the Executive will provide to the Company any information reasonably request requested by the Company relating to the Excise Tax, the Executive will take those actions as the Company reasonable requests to contest the Excise Tax, cooperate in order good faith with the Company to make a determination under this Section 4effectively contest the Excise Tax and permit the Company to participate in any proceedings contesting the Excise Tax. The Company shall will bear and pay directly all costs and expenses (including any interest or penalties on the Accountants may reasonably incur in connection with Excise Tax), and indemnify and hold the Executive harmless, on an after-tax basis, from all such costs and expenses related to such contest. Should it ultimately be determined that any calculations contemplated by this Section 4amount of an Excise Tax is not properly owed, the Executive will refund to the Company the related amount of the Gross-Up Payment. (b) As a result of Notwithstanding anything in this Section to the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereundercontrary, it is possible that (i) all Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to due under this Section shall be made hereunder or that (ii) Gross-Up Payments that have been made will be determined prior to have been in excess the end of the Gross-Up Payments actually required (an "Overpayment"). In Executive’s taxable year following the event that you year in which the related taxes are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect remitted to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingtaxing authority.

Additional Payments. (ai) If allAnything in this Agreement to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any portionacceleration of any payment, of the payments award, benefit or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from distribution) by the Company or its affiliates, any entity which effectuates a change in control (whether or not under an existing plan, arrangement or other agreementchange in ownership) (collectively to or for the "Payments") benefit of Employee would constitute an excess "parachute payment" within be subject to the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an ("Excess Parachute Payments"), or any interest or penalties are incurred by Employee with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise Tax") then), in addition then the Company shall pay to any other benefits to which you are entitled under this Agreement, you will be entitled to receive Employee an additional payment (a "Gross-Up Payment") in cash, in an amount equal to such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax. (ii) any Excise TaxSubject to clause (i), imposed upon the Gross-Up Paymentall determinations required to be made under this Section, you will retain an amount of the including whether and when a Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitationis required, the amount of payments under this Article 6 such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the "Parachute Gross-upAccounting Firm") which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the receipt of notice from the Company or Employee that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Employee (collectively, the "Determination"). All fees and expenses of the Accounting Firm shall be computed and made in writing borne solely by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You Company and the Company shall furnish to enter into any agreement requested by the Accountants such information and documents as Accounting Firm in connection with the Accountants may reasonably request in order to make a determination performance of the services hereunder. The Gross-Up Payment under this Section 4. The Company with respect to any Excess Parachute Payments made to Employee shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4be made no later than 30 days following such Excess Parachute Payment. (biii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunderDetermination, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment") or Gross-Up Payments will be made by the Company which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment")hereunder. In the event that you are If Employee thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accountants Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for your benefitthe benefit of Employee. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund If the amount of the OverpaymentGross-Up Payment exceeds the amount necessary to reimburse Employee for his Excise Tax, plus the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest actually at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Employee to you with respect to or for the Overpaymentbenefit of the Company. Employee shall cooperate, to the extent his expenses are reimbursed by the Company. The Company shall have the right , with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid reasonable requests by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate contest or disputes with the Company Internal Revenue Service in any such proceedingconnection with the Excise Tax.

Additional Payments. (a) If allFor each of Fiscal Years 2017, 2018 and 2019, the Limited Partner shall receive cash payments from one or any portion, more of the payments Partnership or the other benefits Operating Group Entities in the aggregate amount of $4 million per Fiscal Year ("Additional Payments"). The aggregate Additional Payments with respect to each such Fiscal Year shall be paid by one or more of the Operating Group Entities quarterly in advance, with an aggregate amount of $1 million to be paid by the Operating Group Entities to the Limited Partner on the first business day of each calendar quarter of such Fiscal Year; provided under any section that the Additional Payment with respect to the first calendar quarter of Fiscal Year 2017 shall be made as soon as reasonably practicable but no later than the first business day of the calendar month following the date of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from . Each quarterly Additional Payment shall reduce the Company or its affiliates, excess (whether or not under an existing plan, arrangement or other agreementif any) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes the aggregate cash distributions in respect of such quarter of such Fiscal Year that would otherwise have been made by the Operating Group Entities to the Limited Partner and his Related Trusts in respect of all of their Common Units in the Operating Group Entities (and any interest and penalties imposed each, a "Quarterly Distribution") or other interests in the Operating Group Entities (other than Tax Liability Payments (as defined below)) (such distributions, including Quarterly Distributions, "Partnership Distributions") over (ii) the Limited Partner's Presumed Tax Liability (as calculated for purposes of this Agreement based on the Aggregate Presumed Tax Rate rather than the Presumed Tax Rate) with respect theretoto such quarter for all Operating Group Entities (such excess, the "After-Tax Distribution Amount"). Any Additional Payment not applied to reduce an After-Tax Distribution Amount shall be applied to reduce the next quarter's After-Tax Distribution Amount and each subsequent quarter's After-Tax Distribution Amount until the full aggregate amount of all prior Additional Payments have been applied to reduce After-Tax Distribution Amounts; provided, that (i) the quarterly Additional Payments made during one Fiscal Year may only be applied to reduce After-Tax Distribution Amounts with respect to the same Fiscal Year and (ii) any Excise Taxto the extent the aggregate Additional Payments plus After-Tax Distribution Amounts with respect to a Fiscal Year equal at least $4 million, imposed upon no further Additional Payments shall be made with respect to such Fiscal Year. For U.S. federal, state and local income tax purposes, Additional Payments shall be treated as advances of the Gross-Up Payment, you will retain an applicable Quarterly Distributions. To the extent the aggregate amount of the Gross-Up Payment equal all Additional Payments for a Fiscal Year exceed applicable Partnership Distributions for such Fiscal Year (excluding any Partnership Distributions with respect to prior Fiscal Years), such excess shall be treated as a distributive share of profits with respect to the Excise Limited Partner's Class C Non-Equity Interests of the relevant Operating Group Entity. To the extent that, following the end of any Fiscal Year, the General Partner determines that any After-Tax imposed upon Distribution Amounts should be recalculated based on the Payments. Unless you actual taxable income allocated to the Limited Partner, the Partnership or one of the other Operating Group Entities will make a payment to the Limited Partner as an adjustment to the relevant prior Additional Payment(s) or Partnership Distributions for such Fiscal Year, or the Operating Group Entities shall reduce subsequent distributions or payments to the Limited Partner as provided above, as applicable, to effect the recalculation (and the Company otherwise agree in writing, any determination required under such adjustment shall be ignored for purposes of this Section 4, including without limitation, 5(a) for the amount of payments under this Article 6 (Fiscal Year for which the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"adjustment is made), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result In respect of each Fiscal Year (each, an "Applicable Year") during the uncertainty in period commencing with calendar year 2017 and ending with the application earlier of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up the last day of the calendar year during which 60% of the Incentive P Units in each Operating Group Entity become exchangeable in accordance with Section 10 below and (ii) the last day of calendar year 2022, if (x) the Presumed Tax Liability (as calculated for purposes of this Agreement based on the Aggregate Presumed Tax Rate rather than the Presumed Tax Rate) associated with cumulative allocations of income made by all Operating Group Entities to the Limited Partner in respect of all of the Common Units in the Operating Group Entities held by him and his Related Trusts (excluding any tax liability associated with any Additional Payments) during the period commencing with January 1, 2017, and ending on the last day of the relevant Applicable Year (the "Measurement Period"), based on the Aggregate Presumed Tax Rate applicable to each Fiscal Year, exceeds (y) the aggregate Partnership Distributions (excluding advances of Additional Payments which will not have been but including Tax Liability Payments for prior Fiscal Years net of the Presumed Tax Liability associated with such Tax Liability Payments) made to the Limited Partner and his Related Trusts in respect of the Measurement Period (any such excess, the "Tax Liability Shortfall"), the Operating Group Entities shall make an aggregate payment to the Limited Partner equal to the Tax Liability Shortfall divided by one minus the Aggregate Presumed Tax Rate (a "Tax Liability Payment"). The Tax Liability Payment with respect to each Applicable Year shall be paid to the Limited Partner by the Operating Group Entities no later than ten days prior to April 15 of the year after the relevant Applicable Year. The portion of the Tax Liability Payment made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment Partnership shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days treated as a distributive share of such determination, refund the amount of the Overpayment, plus any interest actually paid to you profits with respect to the OverpaymentLimited Partner's Class C Non-Equity Interests in the Partnership. (c) If the Limited Partner is subject to a Withdrawal due to Resignation prior to December 31, 2019, the After-Tax Distribution Amount of Partnership Distributions to be made to the Company. The Company Limited Partner and his Related Trusts following the date of such Withdrawal shall have be reduced by an aggregate amount equal to the right sum of all of the Additional Payments and Tax Liability Payments made to the Limited Partner prior to such date. (d) For purpose of this Section 5, (i) the Aggregate Presumed Tax Rate shall be determined based on the tax rates in effect with respect to the determination applicable year to which the relevant tax liability pertains and (ii) distributions or payments "in respect of" a Fiscal Year may include distributions or payments that occur after the end of either an Underpayment or an Overpayment to you to appeal such Fiscal Year (as in the assertion case of any Underpayment or to claim, and ▇▇▇ for, a refund the fourth quarter of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingFiscal Year).

Additional Payments. (a) If all, or any portion, of Notwithstanding the payments or other benefits provided under any section foregoing provisions of this AgreementSection 3, either alone or together with other payments and benefits in the event that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" Executive is a “specified employee” within the meaning of Section 280G 409A of the Internal Revenue Code (as determined in accordance with the methodology established by the Company as in effect on the Date of 1986Termination) (a “Specified Employee”), as amended the severance payment and, to the extent (i) the Executive is not a Covered Employee for the fiscal year of the Company in which the Date of Termination occurs and (ii) such termination occurs during the 162(m) Reliance Period, the pro-rata incentive payment shall instead be paid to the Executive, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A of the Code (the "Code"“Delayed Payment Date”). Notwithstanding the foregoing provisions of this Section 3 or anything in this Agreement to the contrary, the Medical Benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and would result administered in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), which requires that (i) the imposition on you amount of an excise tax under such benefits provided during one taxable year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 4999 105(b) of the Code, (a maximum, if provided under the terms of the plan providing such excise taxMedical Benefit, together with any interest and penalties related theretomay be imposed on the amount of such reimbursements over some or all of the period in which such benefit is to be provided to the Executive, are hereinafter collectively referred to as the "Excise Tax") thendescribed in Treasury Regulation Section 1.409A-3(i)(iv)(B), in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) to the extent that any Excise Taxsuch benefits consist of reimbursement of eligible expenses, imposed upon such reimbursement must be made on or before the Gross-Up Payment, you will retain an amount last day of the Gross-Up Payment equal to Executive’s taxable year following the Excise Tax imposed upon taxable year in which the Payments. Unless you expense was incurred and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation(iii) no such benefit may be liquidated or exchanged for another benefit (such treatment, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"“409A Medical Benefits Treatment”), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.

Additional Payments. (a) If all, or any portion, On each of the payments or other benefits provided under first (1st), second (2nd) and third (3rd) anniversary of the Merger Closing Date, Brookfield (on behalf of itself and on behalf of Oaktree LLC and Oaktree AIF) shall pay to OCGH as administrative agent on behalf of the limited partners of OCGH set forth in the books and records thereof (for the avoidance of doubt, regardless of whether they are a limited partner as of any section applicable payment date) a cash payment of $66,000,000 in the aggregate (each such payment, an “Additional Payment”), which shall be allocated among such limited partners based on their percentage interests in such Additional Payment as determined by OCGH in its sole discretion; provided, that notwithstanding anything to the contrary in this Agreement, either alone OCGH shall be permitted to offset any Additional Payment received on behalf of a Limited Partner by any Tax indemnity payments paid or together payable by OCGH pursuant to the limited partnership agreement (or other organizational document) of an OpCo that are attributable to such Limited Partner to the extent such Tax indemnity payments did not reduce distributions to OCGH attributable to such Limited Partner or any other liabilities of OCGH that OCGH determines are attributable to such Limited Partner; provided, further, that nothing in this Agreement shall expand any obligations of OCGH to indemnify for Taxes pursuant to the limited partnership agreement (or other organizational document) of an OpCo. The parties agree that (x) a portion of each Additional Payment will be treated for U.S. federal (and applicable state and local) income Tax purposes as consideration for the exchange of OCGH Units on the Merger Closing Date and (y) a portion of each Additional Payment will be treated for U.S. federal (and applicable state and local) income Tax purposes as consideration for the future Exchanges following the Merger Closing Date (and any portion attributable to a future Exchange shall be treated as an open transaction for U.S. federal (and applicable state and local) income Tax purposes until such future Exchange occurs). The Additional Payments will be allocated between exchanges of OCGH Units on the Merger Closing Date and Exchanges after the Merger Closing Date in accordance with other payments and benefits that you receive or are entitled to receive from the Company or its affiliatesmethodology set forth in Exhibit I, (whether or not under an existing plan, arrangement or other agreement) (collectively future Exchanges occur in accordance with the "Payments") would constitute an excess "parachute payment" within timing assumptions reflected on Exhibit I. Prior to the meaning of Section 280G first anniversary of the Internal Revenue Code of 1986Merger Closing Date, as amended (OCGH may make one update to such allocation in a manner consistent with such methodology to take into account any updated information regarding the "Code") and would result built-in the imposition on you of an excise tax under Section 4999 gain of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to limited partners as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal Merger Closing Date and will deliver an updated allocation schedule to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Brookfield. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.

Additional Payments. (a) If allAnything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or any portion, distribution by the Company to or for the benefit of the payments Employee (whether paid or other benefits provided under any section payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, either alone or together with other but determined without regard to any additional payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not required under an existing plan, arrangement or other agreementthis Section 11) (collectively the a "PaymentsPayment") would constitute an excess "parachute payment" within be subject to the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you will then the Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and Notwithstanding the Company otherwise agree in writing, any determination required under foregoing provisions of this Section 411.1, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") if it shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon determined that the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish is entitled to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided but that the Company Payments do not exceed 110% of the greatest amount (the "Reduced Amount") that could be paid to the Employee such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall promptly reimburse you for all expensesbe made to the Employee and the Payments, including counsel and accounting feesin the aggregate, incurred in connection with any such proceeding. Alternatively, shall be reduced to the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingReduced Amount.

Additional Payments. (a) If allFor each of Fiscal Years 2017, 2018 and 2019, the Limited Partner shall receive cash payments from one or any portion, more of the payments Partnership or the other benefits Operating Group Entities in the aggregate amount of $2 million per Fiscal Year (“Additional Payments”). The aggregate Additional Payments with respect to each such Fiscal Year shall be paid by one or more of the Operating Group Entities quarterly in advance, with an aggregate amount of $500,000 to be paid by the Operating Group Entities to the Limited Partner on the first business day of each calendar quarter of such Fiscal Year; provided under any section that the Additional Payment with respect to the first calendar quarter of Fiscal Year 2017 shall be made as soon as reasonably practicable but no later than the first business day of the calendar month following the date of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from . Each quarterly Additional Payment shall reduce the Company or its affiliates, excess (whether or not under an existing plan, arrangement or other agreementif any) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with the aggregate cash distributions in respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company such quarter of such Fiscal Year that would otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made Operating Group Entities to the Limited Partner and his Related Trusts in respect of all of their Common Units in the Operating Group Entities (an "Underpayment")each, consistent with a “Quarterly Distribution”) or other interests in the calculations required to be made hereunder or that Operating Group Entities (such distributions, including Quarterly Distributions, “Partnership Distributions”) over (ii) Grossthe Limited Partner’s Presumed Tax Liability (as calculated for purposes of this Agreement based on the Aggregate Presumed Tax Rate (as defined herein) rather than the Presumed Tax Rate) with respect to such quarter for all Operating Group Entities (such excess, the “After-Up Tax Distribution Amount”). Any Additional Payment not applied to reduce an After-Tax Distribution Amount shall be applied to reduce the next quarter’s After-Tax Distribution Amount and each subsequent quarter’s After-Tax Distribution Amount until the full aggregate amount of all prior Additional Payments that have been applied to reduce After-Tax Distribution Amounts; provided, that (i) the quarterly Additional Payments made will during one Fiscal Year may only be determined applied to have been in excess of the Grossreduce After-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you Tax Distribution Amounts with respect to the Overpayment, same Fiscal Year and (ii) to the Companyextent the aggregate Additional Payments plus After-Tax Distribution Amounts with respect to a Fiscal Year equal at least $2 million, no further Additional Payments shall be made with respect to such Fiscal Year. The Company For U.S. federal, state and local income tax purposes, Additional Payments shall have be treated as advances of the right applicable Quarterly Distributions. To the extent the aggregate amount of all Additional Payments for a Fiscal Year exceed applicable Partnership Distributions for such Fiscal Year (excluding any Partnership Distributions with respect to prior Fiscal Years), such excess shall be treated as a distributive share of profits with respect to the determination Limited Partner’s Class C Non-Equity Interests of either an Underpayment or an Overpayment to you to appeal the assertion relevant Operating Group Entity. To the extent that, following the end of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. AlternativelyFiscal Year, the Company may undertake General Partner determines that any After-Tax Distribution Amounts should be recalculated based on the actual taxable income allocated to the Limited Partner, the Partnership or one of the other Operating Group Entities will make a payment to the Limited Partner as an adjustment to the relevant prior Additional Payment(s) or Partnership Distributions for such proceedingFiscal Year, or the Operating Group Entities shall reduce subsequent distributions or payments to the Limited Partner as provided above, as applicable, to effect the recalculation (and you such adjustment shall cooperate with be ignored for purposes of this Section 5(a) for the Company in any Fiscal Year for which the adjustment is made). If the Limited Partner is subject to a Withdrawal due to Resignation prior to December 31, 2019, the After-Tax Distribution Amount of Partnership Distributions to be made to the Limited Partner and his Related Trusts following the date of such proceedingWithdrawal shall be reduced by an aggregate amount equal to the sum of all of the Additional Payments made to the Limited Partner prior to such date.

Additional Payments. (a) If all, or Notwithstanding any portion, of the payments or other benefits provided under any section provisions of this Agreement, either alone whether or together not there occurs a Termination of Employment, in the event it shall be determined that any payment or benefit received or to be received by the Executive in connection with other payments and benefits that you receive or are entitled to receive from a Change of Control of the Company or its affiliatesthe termination of the Executive's employment, (whether pursuant to the terms of this Agreement or not under an existing any other plan, arrangement or other agreement) agreement with the Company, any entity whose actions result in a Change of Control of the Company or any entity affiliated with the Company or such entity (collectively the any such payment or benefit being hereinafter called a "Payment," and all such payments and benefits being hereinafter called "Total Payments"), would be subject (in whole or part) would constitute an excess "parachute payment" within to the meaning of excise tax under Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an ), or any interest or penalties incurred with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise Tax") then), in addition then the Company shall pay to any other benefits to which you are entitled under this Agreement, you will be entitled to receive the Executive an additional payment amount (a the "Gross-Up Payment") in cash, in an amount such that the net amount retained by the Executive, after you pay deduction of any Excise Tax on the Total Payments and any federal, state and local income tax, FICA and Excise Tax upon the payment provided for by this Section 3, shall be equal to the Total Payments. Subject to the provisions of this Section 3, all taxes includingdeterminations required to be made under this Section 3, without limitationincluding whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm selected by the Executive that is not then serving as accountant or auditor for the individual, entity or group effecting the Change of Control of the Company (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within 10 days of the receipt of the Accounting Firm's determination. Subject to the following provisions of this Section 3, any determination by the Accounting Firm shall be binding upon the Company and the Executive. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax, FICA and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax, FICA and/or a federal, state or local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax under this Section 3, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which in the opinion of the Auditor (or tax counsel selected by the Auditor) does not constitute a "parachute payment" within the meaning of Section 280G(b) (2) of the Code (including by reason of Section 280G(b) (4) (A) of the Code), and in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b) (4) (B) of the Code, in excess of the "base amount" (as defined in Section 280G(b) (3) of the Code) allocable to such reasonable compensation, and (iii) the value of any income taxes noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d) (and any interest and penalties imposed with respect thereto3) and (ii4) any Excise Tax, imposed upon of the Code. For purposes of determining the amount of the Gross-Up Payment, you will retain an amount 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 Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the date of payment of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writingExecutive, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval net of the calculations required under this Article 6, conclusive maximum reduction in federal income taxes that could be obtained from deduction of such state and binding upon the Employee and the Employer for all purposeslocal taxes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You The Executive and the Company shall furnish to each reasonably cooperate with the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur other in connection with any calculations contemplated by this Section 4. (b) As a result of administrative or judicial proceedings concerning the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder existence or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or liability for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you Excise Tax with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingTotal Payments.

Additional Payments. (a) If all, or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's ’s then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's ’s reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇s▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.

Additional Payments. (a) If all, In the event that any payment or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, benefit (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")) and to the Employee or for his benefit paid or payable or distributed or distributable (at any time or from time to time) pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets ( a "Payment" or "Payments"), would result in be subject to the imposition on you of an excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties related theretopenalties, are being hereinafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you then the Employee will be entitled to receive an additional payment or payments, as the case may be (referred to individually or collectively as a "Gross-Up Payment") in cash), in an amount such that after you pay payment by the Employee of all taxes including(including any interest or penalties imposed with respect to such taxes and the Excise Tax, without limitation, (i) any income taxes (and any other than interest and penalties imposed with respect thereto) and (ii) by reason of the Employee's failure to file timely a tax return or pay taxes shown due on his return), including any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the An initial determination by the Accountants hereunder, it is possible that (i) as to whether a Gross-Up Payments Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company's expense by an accounting firm selected by the Company, and reasonably acceptable to the Employee, which will not have been made is designated as one of the largest national accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to the Company and the Employee within ten (10) days of the Termination Date, as defined in Section 15, or such other time as requested by the Company should or by the Employee (provided the Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Employee with respect to a Payment or Payments, it shall furnish the Employee with an opinion reasonably acceptable to the Employee that he has substantial authority not to report any Excise Tax on his federal tax return with respect to any such Payment or Payments. Within ten (10) days of the delivery of the Determination to the Employee, the Employee shall have been made (an "Underpayment"), consistent with the calculations required right to be made hereunder or that (ii) dispute the Determination. The Gross-Up Payments that have been made will Payment, if any, as determined pursuant to this Section 6(b) shall be determined paid by the Company to have been the Employee within five (5) days of the receipt of the Determination. The existence of the dispute shall not in excess any way affect the Employee's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a dispute, the Company shall promptly pay to the Employee any additional amount required by such resolution. If there is no dispute, the Determination shall be binding, final and conclusive upon the Company and the Employee. (c) The Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payments actually required Payment. Such notification shall be given as soon as practicable but no later than ten (an "Overpayment"10) business days after the Employee knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). In If the event Company notifies the Employee in writing prior to the expiration of such period that you are required it desires to make a payment of any Excise Taxcontest such claim, the Accountants shall determine Employee shall: (i) give the amount of the Underpayment that has occurred and Company any such Underpayment shall be promptly paid information reasonably requested by the Company relating to or for your benefit. In such claim, (ii) take such action in connection with contesting such claim as the event that it is finally determined that an Overpayment has occurredCompany shall reasonably request in writing from time to time, you will promptlyincluding, and in any event within 30 days of such determinationwithout limitation, refund the amount of the Overpayment, plus any interest actually paid to you accepting legal representation with respect to the Overpayment, to such claim by an attorney reasonably selected by the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall . (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such proceedingclaim, provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provision of this Section 6(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and ▇▇▇ for a refund, or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Employee to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Employee, on an interest-free basis and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the Company's complying with the requirements of Section 6(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Additional Payments. (ai) If allAnything in this Agreement to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any portionacceleration of any payment, of the payments award, benefit or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from distribution) by the Company or its affiliates, any entity which effectuates a change in control (whether or not under an existing plan, arrangement or other agreementchange in ownership) (collectively to or for the "Payments") benefit of Employee would constitute an excess "parachute payment" within be subject to the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "CodeCODE") and would result in the imposition on you of an ("EXCESS PARACHUTE PAYMENTS"), or any interest or penalties are incurred by Employee with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise TaxEXCISE TAX") then), in addition then the Company shall pay to any other benefits to which you are entitled under this Agreement, you will be entitled to receive Employee an additional payment (a "GrossGROSS-Up PaymentUP PAYMENT") in cash, in an amount equal to such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax. (ii) any Excise TaxSubject to clause (i), imposed upon the Gross-Up Paymentall determinations required to be made under this Section, you will retain an amount of the including whether and when a Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitationis required, the amount of payments under this Article 6 such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the "Parachute Gross-upACCOUNTING FIRM") which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the receipt of notice from the Company or Employee that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Employee (collectively, the "DETERMINATION"). All fees and expenses of the Accounting Firm shall be computed and made in writing borne solely by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You Company and the Company shall furnish to enter into any agreement requested by the Accountants such information and documents as Accounting Firm in connection with the Accountants may reasonably request in order to make a determination performance of the services hereunder. The Gross-Up Payment under this Section 4. The Company with respect to any Excess Parachute Payments made to Employee shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4be made no later than 30 days following such Excess Parachute Payment. (biii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunderDetermination, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "UnderpaymentUNDERPAYMENT") or Gross-Up Payments will be made by the Company which should not have been made ("OVERPAYMENT"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment")hereunder. In the event that you are If Employee thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accountants Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for your benefitthe benefit of Employee. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund If the amount of the OverpaymentGross-Up Payment exceeds the amount necessary to reimburse Employee for his Excise Tax, plus the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest actually at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Employee to you with respect to or for the Overpaymentbenefit of the Company. Employee shall cooperate, to the extent his expenses are reimbursed by the Company. The Company shall have the right , with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid reasonable requests by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate contest or disputes with the Company Internal Revenue Service in any such proceedingconnection with the Excise Tax.

Additional Payments. (a1) If allAnything in this Agreement to the contrary notwithstanding, in the event it shall be determined (as hereafter provided) that any payment or distribution to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement (including without limitation any stock option plan), or any portionsimilar right (a "PAYMENT"), of would be subject to the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 19861986 (or any successor provision thereto), as amended (the "Code") and would result in the imposition on you of an or any interest or penalties with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter hereafter collectively referred to as the "Excise TaxEXCISE TAX") then), in addition to any other benefits to which you are entitled under this Agreement, you will then the Executive shall be entitled to receive an additional payment or payments (a "GrossGROSS-Up PaymentUP PAYMENT") in cash, in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the lesser of (A) the Excise Tax imposed upon the Payments. Unless you and Payments or (B) the Company otherwise agree in writing, any determination required Excise Tax that would be imposed upon all payments or benefits provided under this Section 4, Agreement (including without limitation, the amount of any stock option agreement) if such payments under this Article 6 or benefits (the but only such payments or benefits) constituted in their entirety "Parachute Gross-up") shall be computed and made excess parachute payments" as such term is defined in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section section 280G and 4999 of the CodeInternal Revenue Code of 1986 (or any successor provisions thereto). (2) Subject to the provisions of Section 11(b)(5), all determinations required to be made under this Section 11(b), including whether an Excise Tax is payable by the Executive, the amount of such Excise Tax, whether a Gross-Up Payment is required, and the amount of such Gross-Up Payment, shall be made by a nationally-recognized legal or accounting firm (the "FIRM") selected by the Executive in the Executive's sole discretion. You The Executive agrees to direct the Firm to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as practicable. If the Firm determines that any Excise Tax is payable by the Executive and that a Gross-Up Payment is required, the Company shall pay the Executive the required Gross-Up Payment within ten business days after receipt of such determination and calculations. If the Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. Any determination by the Firm as to the Accountants such information amount of the Gross-Up Payment shall be binding upon the Executive and documents as the Accountants may reasonably request in order to make a determination under this Section 4Company. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code of 1986 (or any successor provision thereto) at the time of the initial determination by the Accountants Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "OverpaymentUNDERPAYMENT"). In the event that you are the Company exhausts its remedies pursuant to Section 11(b)(5) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall Executive may direct the Firm to determine the amount of the Underpayment (if any) that has occurred and any to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as possible. Any such Underpayment shall be promptly paid by the Company to the Executive, or for your the Executive's benefit. In , within ten business days after receipt of such determination and calculations. (3) The Executive and the event that it is finally determined that an Overpayment has occurredCompany shall each provide the Firm access to and copies of any books, you will promptlyrecords and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in any event within 30 days of such determination, refund connection with the amount preparation and issuance of the Overpayment, plus any interest actually paid to you determination contemplated by Section 11(b)(2) hereof. (4) The fees and expenses of the Firm for its services in connection with respect to the Overpayment, to determinations and calculations contemplated by Section 11(b)(2) hereof shall be borne by the Company. The If such fees and expenses are initially paid by the Executive, the Company shall have reimburse the right with respect Executive the full amount of such fees and expenses within ten business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (5) The Executive agrees to notify the determination of either an Underpayment or an Overpayment to you to appeal the assertion Company in writing of any Underpayment or to claimclaim by the Internal Revenue Service that, and ▇▇▇ forif successful, would require the payment by the Company of a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that . Such notification shall be given as promptly as practicable but no later than 10 business days after the Executive actually receives notice of such claim. The Executive agrees to further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Executive). The Executive agrees not to pay such claim prior to the earlier of (a) the expiration of the 30-calendar-day period following the date on which the Executive gives such notice to the Company and (b) the date that any payment with respect to such claim is due. If the Company notifies the Executive in writing at least five business days prior to the expiration of such period that it desires to contest such claim, the Executive agrees to: provide the Company with any written records or documents in the Executive's possession relating to such claim reasonably requested by the Company; a) Company shall promptly reimburse you for all expensesreasonably request in writing from time to time, including counsel without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and accounting fees, incurred in connection with any such proceeding. Alternatively, reasonably selected by the Company may undertake any such proceeding, and you shall Company; b) cooperate with the Company in good faith in order to effectively contest such claim; and c) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, from and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 11(b)(5), the Company shall control all proceedings taken in connection with the contest of any claim contemplated by this Section 11(b)(5) and, at its sole option, may pursue or FOREGO any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay the tax claimed and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of any such proceedingcontested claim shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (6) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, the Executive receives any refund with respect to such claim, the Executive agrees (subject to the Company's complying with the requirements of Section 11(b)(5) hereof) to promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Section 11(b).

Additional Payments. (ai) If allNotwithstanding anything in this Agreement to the contrary, in the event it is determined (as hereafter provided) that any right or interest that vests in the Executive, or any portion, payment or distribution made by the Company to or for the benefit of the payments Executive, whether paid or other benefits provided under any section payable or distributed or distributable pursuant to the terms of this Agreement, either alone Agreement or together with other payments and benefits that you receive otherwise pursuant to or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or by reason of any other agreement) , policy, Plan, program or arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares of similar right, the lapse or termination of any restriction on or the vesting or exerciseability of any of the foregoing (collectively any such right, interest, payment or distribution, a “Payment”), would be subject to the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”) and would result in (or any successor provision thereto), by reason of being considered an “excess parachute payment,” within the imposition on you meaning of an excise tax under Section 4999 280G of the CodeCode (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such excise taxtax or taxes, together with any such interest and penalties related theretopenalties, are hereinafter being hereafter collectively referred to as the "“Excise Tax") then”), in addition to any other benefits to which you are entitled under this Agreement, you then the Executive will be entitled to receive an additional payment or payments from the Company (collectively, a "“Gross-Up Payment") in cash, ”). The Gross-Up Payment will be in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, Tax imposed upon the Gross-Up Payment, you the Executive will retain have received an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and Payment. (ii) Subject to the Company otherwise agree in writingprovisions of Section 8(e)(vi), any determination all determinations required to be made under this Section 48(e), including without limitation, whether an Excise Tax is payable by the Executive and the amount of payments under this Article 6 such Excise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Executive and the amount of such Gross-Up Payment, if any, will be made by a nationally recognized accounting firm (the "Parachute “Accounting Firm”) selected by the mutual written agreement of the Executive and the Company. The parties hereto will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and the Executive within 30 calendar days after the Executive’s termination date, and any such other time or times as may be requested by the Company or the Executive. If the Accounting Firm determines that any Excise Tax is payable by the Executive, the Company will pay the required Gross-up") shall be computed Up Payment to the Executive within five business days after receipt of such determination and made in writing calculations with respect to any payment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Employer's then independent public accountants (Executive, it will, at the "Accountants")same time as it makes such determination, whose determination shall be, subject to furnish the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee Company and the Employer for all purposesExecutive an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive’s federal, state or local income or other tax return. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of the initial any determination by the Accountants Accounting Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "“Underpayment"”), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment")hereunder. In the event that you are the Company exhausts or fails to pursue its remedies pursuant to Section 8(e)(vi) and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall parties will direct the Accounting Firm to determine the amount of the Underpayment that has occurred and any to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment shall will be promptly paid by the Company to to, or for your benefit. In the event that it is finally determined that an Overpayment has occurredbenefit of, you the Executive within five business days after receipt of such determination and calculations. (iii) The Company and the Executive will promptlyeach provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in any event within 30 days connection with the preparation of such determination, refund and issuance of the determinations and calculations contemplated by Section 8(e)(ii). Any determination by the Accounting Firm as to the amount of the OverpaymentGross-Up Payment will be binding upon the Company and the Executive. (iv) The federal, plus any interest actually paid to you state and local income or other tax returns filed by the Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the OverpaymentExcise Tax payable by the Executive. The Executive will make proper payment of the amount of any Excise Payment and, at the request of the Company, provide to the Company true and correct copies (with any amendments) of the Executive’s federal tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company evidencing such payment. If, prior to the filing of the Executive’s federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive will within five business days pay to the Company the amount of such reduction. (v) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated herein will be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company will reimburse the Executive the full amount of such fees and expenses within five business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive’s payment thereof. (vi) The Executive will notify the Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion in writing of any Underpayment claim by the Internal Revenue Service or to claimany other taxing authority that, and ▇▇▇ forif successful, would require the payment by the Company of a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that . Such notification will be given as promptly as practicable but no later than 10 business days after the Executive actually receives notice of such claim and the Executive will further apprise the Company shall promptly reimburse you for all expensesof the nature of such claim and the date on which such claim is requested to be paid (in each case, including counsel to the extent known by the Executive). The Executive will not pay such claim prior to the earlier of (x) the expiration of the 30-calendar day period following the date on which the Executive gives such notice to the Company and accounting fees(y) the date that any payment of amount with respect to such claim is due. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, incurred the Executive will: (A) provide the Company with any written records or documents in the Executive’s possession relating to such claim reasonably requested by the Company; (B) take such action in connection with any contesting such proceeding. Alternatively, claim as the Company may undertake any reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such proceeding, claim by an attorney competent in respect of the subject matter and you shall reasonably selected by the Company; (C) cooperate with the Company in good faith in order effectively to contest such claim; and (D) permit the Company to participate in any proceedings relating to such claims; provided, however, that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless the Executive, on an after-tax basis, from and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 8(e), the Company will control all proceedings taken in connection with the contest of any claim contemplated by this Section 8(e)(vi) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive’s own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive will prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, and in one or more appellate courts, as the Company may determine; provided, however, that if the Company directs the Executive to pay the tax claimed and ▇▇▇ for a refund, the Company will advance the amount of such payment to the Executive on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or other tax, including interest or penalties with respect thereto, imposed with respect to such advance; provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount if claimed to be due is limited solely to such contested amount. The Company’s control of any such proceedingcontested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (vii) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(e)(vi), the Executive receives any refund with respect to such claim, the Executive will (subject to the Company’s complying with the requirements of Section 8(e)(vi)) pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto) within 30 calendar days after such receipt and the Company’s satisfaction of all accrued obligations under this Agreement. If, after the receipt by the Executive of any amount advanced by the Company pursuant to Section 8(e)(vi), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such determination prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of any such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by the Company to the Executive pursuant to this Section 8(e). (viii) Notwithstanding any other provision of this Agreement, the Company shall pay to the Executive an amount equal to the Base Salary upon the occurrence of: (x) the Expiration Date; and (y) any failure for any reason of the Expiration Date to be automatically extended by one additional year as prescribed by Section 3 of this Agreement.

Additional Payments. (a) If allAnything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or any portion, distribution in the nature of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, compensation (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G 280G(b)(2) of the Internal Revenue Code Code) to or for the benefit of 1986the Executive, as amended whether paid or payable pursuant to this Agreement (including, without limitation, the "Code"accelerated vesting of equity awards held by the Executive) and (collectively, the “Company Payments”), would result in be subject to the imposition on you of an excise tax under imposed by Section 4999 of the Code, Code (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "“Excise Tax") then”), in addition then the amount of such Company Payments shall be automatically reduced to any other benefits an amount one dollar less than the amount that would subject the Executive to which you are entitled under this Agreementsuch Excise Tax (the “Safe Harbor Limit”); provided that if the Company Payments exceed the Safe Harbor Limit by more than 10% of the Safe Harbor Limit, you will then the Executive shall instead be entitled to receive an additional payment (a "the “Gross-Up Payment"”) in cash, in an amount such that that, after you pay payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4payments. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations All determinations required to be made hereunder or that (ii) under this Section 22, including whether and when a Gross-Up Payments Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that have there has been made will a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to have been this Section 22, shall be paid by the Company to the Executive within 15 days of the receipt of the Accounting Firm’s determination. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Executive. (c) The Executive shall notify the Company in excess writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payments actually required Payment. Such notification shall be given as soon as practicable, but no later than ten business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (an "Overpayment"or such shorter period ending on the date that any payment of taxes with respect to such claim is due). In If the event Company notifies the Executive in writing prior to the expiration of such period that you are required the Company desires to make a payment of any Excise Taxcontest such claim, the Accountants shall determine Executive shall: (i) give the amount of the Underpayment that has occurred and Company any such Underpayment shall be promptly paid information reasonably requested by the Company relating to or for your benefit. In such claim, (ii) take such action in connection with contesting such claim as the event Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that it is finally determined that an Overpayment has occurred, you will promptlythe Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 22, the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the Executive and direct the Executive to ▇▇▇ for a refund or contest the claim in any event within 30 days permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company pays such determinationclaim and directs the Executive to ▇▇▇ for a refund, refund the amount Company shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and provided, further, that any extension of the Overpaymentstatute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, plus the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any interest actually paid other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of a Gross-Up Payment or payment by the Company of an amount on the Executive’s behalf pursuant to you this Section 22, the Executive becomes entitled to receive any refund with respect to the OverpaymentExcise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on the Executive’s behalf pursuant to this Section 22, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the Company. The extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding any other provision of this Section 22, the Company shall have the right with respect may, in its sole discretion, withhold and pay over to the determination Internal Revenue Service or any other applicable taxing authority, for the benefit of either an Underpayment the Executive, all or an Overpayment to you to appeal the assertion any portion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that and the Company shall promptly reimburse you for all expenses, including counsel Executive hereby consents to such withholding and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingpayment.

Additional Payments. (a) If allAnything in this Agreement to the contrary notwithstanding, in the event it is determined (as hereinafter provided) that any payment or any portion, distribution by or on behalf of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (to or for your benefit or for the benefit of your estate, whether paid or not under an existing payable or distributed or distributable in connection with your employment by the Company or its affiliates pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement or other agreement) similar right (collectively any such payment or distribution, a "Payment"), would be subject to the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the CodeCode (or any successor provision thereto), or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which then you are entitled under this Agreement, you will shall be entitled to receive an additional payment or payments (a "Gross-Up Payment") in cash, in an amount such that that, after payment by you pay of all taxes including(including federal, without limitationstate, (i) any income and local taxes (and any interest and or penalties imposed with respect thereto) to such taxes and (ii) including any Excise Tax, ) imposed upon the Gross-Up Payment, you will and/or your estate collectively retain (or have withheld and credited on your behalf for tax purposes) an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of Subject to the uncertainty in the application provisions of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder8(e) hereof, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations all determinations required to be made hereunder or that under this Section 8 (ii) including whether an Excise Tax is payable by you, the amount of such Excise Tax, whether a Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise TaxPayment is required, the Accountants shall determine and the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment), provided that shall be made by a nationally recognized legal or accounting firm selected by you (the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding."Firm"

Additional Payments. (a1) If allAnything in this Agreement to the contrary notwithstanding, in the event it shall be determined (as hereafter provided) that any payment or distribution to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement (including without limitation any stock option plan), or any portionsimilar right (a "PAYMENT"), of would be subject to the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 19861986 (or any successor provision thereto), as amended (the "Code") and would result in the imposition on you of an or any interest or penalties with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter hereafter collectively referred to as the "Excise TaxEXCISE TAX") then), in addition to any other benefits to which you are entitled under this Agreement, you will then the Executive shall be entitled to receive an additional payment or payments (a "GrossGROSS-Up PaymentUP PAYMENT") in cash, in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the lesser of (A) the Excise Tax imposed upon the Payments. Unless you and Payments or (B) the Company otherwise agree in writing, any determination required Excise Tax that would be imposed upon all payments or benefits provided under this Section 4, Agreement (including without limitation, the amount of any stock option agreement) if such payments under this Article 6 or benefits (the but only such payments or benefits) constituted in their entirety "Parachute Gross-up") shall be computed and made excess parachute payments" as such term is defined in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section section 280G and 4999 of the CodeInternal Revenue Code of 1986 (or any successor provisions thereto). (2) Subject to the provisions of Section 11(b)(5), all determinations required to be made under this Section 11(b), including whether an Excise Tax is payable by the Executive, the amount of such Excise Tax, whether a Gross-Up Payment is required, and the amount of such Gross-Up Payment, shall be made by a nationally-recognized legal or accounting firm (the "Firm") selected by the Executive in the Executive's sole discretion. You The Executive agrees to direct the Firm to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as practicable. If the Firm determines that any Excise Tax is payable by the Executive and that a Gross-Up Payment is required, the Company shall pay the Executive the required Gross-Up Payment within ten business days after receipt of such determination and calculations. If the Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. Any determination by the Firm as to the Accountants such information amount of the Gross-Up Payment shall be binding upon the Executive and documents as the Accountants may reasonably request in order to make a determination under this Section 4Company. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code of 1986 (or any successor provision thereto) at the time of the initial determination by the Accountants Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "OverpaymentUNDERPAYMENT"). In the event that you are the Company exhausts its remedies pursuant to Section 11(b)(5) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall Executive may direct the Firm to determine the amount of the Underpayment (if any) that has occurred and any to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as possible. Any such Underpayment shall be promptly paid by the Company to the Executive, or for your the Executive's benefit. In , within ten business days after receipt of such determination and calculations. (3) The Executive and the event that it is finally determined that an Overpayment has occurredCompany shall each provide the Firm access to and copies of any books, you will promptlyrecords and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in any event within 30 days of such determination, refund connection with the amount preparation and issuance of the Overpayment, plus any interest actually paid to you determination contemplated by Section 11(b)(2) hereof. (4) The fees and expenses of the Firm for its services in connection with respect to the Overpayment, to determinations and calculations contemplated by Section 11(b)(2) hereof shall be borne by the Company. The If such fees and expenses are initially paid by the Executive, the Company shall have reimburse the right with respect Executive the full amount of such fees and expenses within ten business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (5) The Executive agrees to notify the determination of either an Underpayment or an Overpayment to you to appeal the assertion Company in writing of any Underpayment or to claimclaim by the Internal Revenue Service that, and ▇▇▇ forif successful, would require the payment by the Company of a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that . Such notification shall be given as promptly as practicable but no later than 10 business days after the Executive actually receives notice of such claim. The Executive agrees to further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Executive). The Executive agrees not to pay such claim prior to the earlier of (a) the expiration of the 30-calendar-day period following the date on which the Executive gives such notice to the Company and (b) the date that any payment with respect to such claim is due. If the Company notifies the Executive in writing at least five business days prior to the expiration of such period that it desires to contest such claim, the Executive agrees to: provide the Company with any written records or documents in the Executive's possession relating to such claim reasonably requested by the Company; a) Company shall promptly reimburse you for all expensesreasonably request in writing from time to time, including counsel without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and accounting fees, incurred in connection with any such proceeding. Alternatively, reasonably selected by the Company may undertake any such proceeding, and you shall Company; b) cooperate with the Company in good faith in order to effectively contest such claim; and c) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, from and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 11(b)(5), the Company shall control all proceedings taken in connection with the contest of any claim contemplated by this Section 11(b)(5) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay the tax claimed and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of any such proceedingcontested claim shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (6) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, the Executive receives any refund with respect to such claim, the Executive agrees (subject to the Company's complying with the requirements of Section 11(b)(5) hereof) to promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Section 11(b).

Additional Payments. (a) If all, In the event that any payment or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, benefit (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") and )), to the Executive or for his or her benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his or her employment (a "Payment" or "Payments"), would result in be subject to the imposition on you of an excise tax under imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you then the Executive will be entitled to receive from the Company an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay payment by the Executive of all taxes including(including any interest or penalties, without limitation, (i) any income taxes (and any other than interest and penalties imposed by reason of the Executive's failure to file timely a tax return or pay taxes shown due on his or her return), imposed with respect thereto) and (ii) to such Gross-Up Payment, including any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you . (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 such Gross-Up Payment shall be made at the Company's expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the five largest accounting firms in the United States (the "Parachute Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation, to the Company and the Executive within five days of the Date of Termination if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the "Dispute"). The Gross-up"Up Payment, if any, as determined pursuant to this Section 4(b) shall be computed and made in writing paid by the EmployerCompany to the Executive within five days of the receipt of the Determination. The existence of the Dispute shall not in any way affect the Executive's then independent public accountants (right to receive the "Accountants")Gross-Up Payment in accordance with the Determination. If there is no Dispute, whose determination the Determination shall bebe binding, final and conclusive upon the Company and the Executive subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 44(c) below. (bc) As a result of the uncertainty in the application of Section Sections 4999 and 280G of the Code at the time of the initial determination by the Accountants hereunderCode, it is possible that (i) a Gross-Up Payments Payment (or a portion thereof) will be paid which should not have been paid (an "Excess Payment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been made by the Company should have been made paid (an "Underpayment"). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive's tax liability (whether in respect of the Executive's current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, consistent with the calculations required to be made hereunder or that (ii) upon a determination by a court, (iii) by reason of determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive's satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payments that have been made will be determined Payment equal to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred plus any interest and any such Underpayment penalties (other than interest and penalties imposed by reason of the Executive's failure to file timely a tax return or pay taxes shown due on the Executive's return) imposed on the Underpayment. An Excess Payment shall be promptly paid deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A Final Determination shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive's tax liability by reason of the Excise Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive's applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, Executive and in any event within 30 the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such determination, refund Excess Payment and written notice has been delivered to the Executive) the amount of the Overpayment, Excess Payment plus any interest actually at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to you with respect to the Overpayment, Executive until the date of repayment to the Company. The Company shall have the right with respect . (d) Notwithstanding anything contained in this Agreement to the determination of either contrary, in the event that, according to the Determination, an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon will be imposed on any Payment or Gross-Up PaymentPayments, provided the Company shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, has actually withheld from the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingPayment or Payments.

Additional Payments. (ai) If allNotwithstanding anything in this Agreement to the contrary, in the event it is determined (as hereafter provided) that any right or interest that vests in the Executive, or any portion, payment or distribution made by the Company to or for the benefit of the payments Executive, whether paid or other benefits provided under any section payable or distributed or distributable pursuant to the terms of this Agreement, either alone Agreement or together with other payments and benefits that you receive otherwise pursuant to or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or by reason of any other agreement) , policy, Plan, program or arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares of similar right, the lapse or termination of any restriction on or the vesting or exerciseability of any of the foregoing (collectively any such right, interest, payment or distribution, a "Payment"), would be subject to the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and would result in (or any successor provision thereto), by reason of being considered an "excess parachute payment," within the imposition on you meaning of an excise tax under Section 4999 280G of the CodeCode (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such excise taxtax or taxes, together with any such interest and penalties related theretopenalties, are hereinafter being hereafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you then the Executive will be entitled to receive an additional payment or payments from the Company (collectively, a "Gross-Up Payment") in cash, ). The Gross-Up Payment will be in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, Tax imposed upon the Gross-Up Payment, you the Executive will retain have received an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and Payment. (ii) Subject to the Company otherwise agree in writingprovisions of Section 8(e)(vi), any determination all determinations required to be made under this Section 48(e), including without limitation, whether an Excise Tax is payable by the Executive and the amount of payments under this Article 6 such Excise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Executive and the amount of such Gross-Up Payment, if any, will be made by a nationally recognized accounting firm (the "Parachute Accounting Firm") selected by the mutual written agreement of the Executive and the Company. The parties hereto will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and the Executive within 30 calendar days after the Executive's termination date, and any such other time or times as may be requested by the Company or the Executive. If the Accounting Firm determines that any Excise Tax is payable by the Executive, the Company will pay the required Gross-up") shall be computed Up Payment to the Executive within five business days after receipt of such determination and made in writing calculations with respect to any payment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Employer's then independent public accountants (Executive, it will, at the "Accountants")same time as it makes such determination, whose determination shall be, subject to furnish the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee Company and the Employer for all purposesExecutive an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal, state or local income or other tax return. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of the initial any determination by the Accountants Accounting Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment")hereunder. In the event that you are the Company exhausts or fails to pursue its remedies pursuant to Section 8(e)(vi) and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall parties will direct the Accounting Firm to determine the amount of the Underpayment that has occurred and any to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment shall will be promptly paid by the Company to to, or for your benefit. In the event that it is finally determined that an Overpayment has occurredbenefit of, you the Executive within five business days after receipt of such determination and calculations. (iii) The Company and the Executive will promptlyeach provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in any event within 30 days connection with the preparation of such determination, refund and issuance of the determinations and calculations contemplated by Section 8(e)(ii). Any determination by the Accounting Firm as to the amount of the OverpaymentGross-Up Payment will be binding upon the Company and the Executive. (iv) The federal, plus any interest actually paid to you state and local income or other tax returns filed by the Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the OverpaymentExcise Tax payable by the Executive. The Executive will make proper payment of the amount of any Excise Payment and, at the request of the Company, provide to the Company true and correct copies (with any amendments) of the Executive's federal tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company evidencing such payment. If, prior to the filing of the Executive's federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive will within five business days pay to the Company the amount of such reduction. (v) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated herein will be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company will reimburse the Executive the full amount of such fees and expenses within five business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (vi) The Executive will notify the Company in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification will be given as promptly as practicable but no later than 10 business days after the Executive actually receives notice of such claim and the Executive will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the Companyextent known by the Executive). The Executive will not pay such claim prior to the earlier of (x) the expiration of the 30-calendar day period following the date on which the Executive gives such notice to the Company shall have and (y) the right date that any payment of amount with respect to such claim is due. If the determination Company notifies the Executive in writing prior to the expiration of either such period that it desires to contest such claim, the Executive will: (A) provide the Company with any written records or documents in the Executive's possession relating to such claim reasonably requested by the Company; (B) take such action in connection with contesting such claim as the Company may reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an Underpayment attorney competent in respect of the subject matter and reasonably selected by the Company; (C) cooperate with the Company in good faith in order effectively to contest such claim; and (D) permit the Company to participate in any proceedings relating to such claims; provided, however, that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless the Executive, on an after-tax basis, from and against any Excise Tax or an Overpayment to you to appeal income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the assertion foregoing provisions of this Section 8(e), the Company will control all proceedings taken in connection with the contest of any Underpayment claim contemplated by this Section 8(e)(vi) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to claimpay the tax claimed and sue for a refund or contest the claim in any permissible manner, and ▇▇▇ forExecutive will prosecute such contest to a determination before any administrative tribunal, in a refund court of initial jurisdiction, and in one or more appellate courts, as the Company may determine; provided, however, that if the Company directs the Executive to pay the tax claimed and sue for a refund, the Company will advance the amount of such payment ▇▇ the Executive on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax paid by you upon or income or other tax, including interest or penalties with respect thereto, imposed with respect to such advance; provided, further, that any Payment or extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount if claimed to be due is limited solely to such contested amount. The Company's control of any such contested claim will be limited to issues with respect to which a Gross-Up PaymentPayment would be payable hereunder and the Executive will be entitled to settle or contest, provided as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (vii) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(e)(vi), the Executive receives any refund with respect to such claim, the Executive will (subject to the Company's complying with the requirements of Section 8(e)(vi)) pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto) within 30 calendar days after such receipt and the Company's satisfaction of all accrued obligations under this Agreement. If, after the receipt by the Executive of any amount advanced by the Company pursuant to Section 8(e)(vi), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such determination prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of any such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by the Company to the Executive pursuant to this Section 8(e). (viii) Notwithstanding any other provision of this Agreement, the Company shall promptly reimburse you pay to the Executive an amount equal to the Base Salary upon the occurrence of: (x) the Expiration Date; and (y) any failure for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, reason of the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingExpiration Date to be automatically extended by one additional year as prescribed by Section 3 of this Agreement.

Additional Payments. (ai) If allNotwithstanding anything in this Agreement to the contrary, in the event it is determined (as hereafter provided) that any payment or any portion, distribution by the Company to or for the benefit of the payments Executive, whether paid or other benefits provided under any section payable or distributed or distributable pursuant to the terms of this Agreement, either alone Agreement or together with other payments and benefits that you receive otherwise pursuant to or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or by reason of any other agreement) , policy, Plan, program or arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares of similar right, the lapse or termination of any restriction on or the vesting or exerciseability of any of the foregoing (collectively any such payment or distribution, a "Payment"), would be subject to the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and would result in (or any successor provision thereto), by reason of being considered an "excess parachute payment," within the imposition on you meaning of an excise tax under Section 4999 280G of the CodeCode (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such excise taxtax or taxes, together with any such interest and penalties related theretopenalties, are hereinafter being hereafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you then the Executive will be entitled to receive an additional payment or payments from the Company (collectively, a "Gross-Up Payment"); provided, however, that no Gross-up Payment will be made with respect to the Excise Tax, if any, attributable to (A) any incentive stock option ("ISO") granted prior to the execution of the 1998 Agreement or (B) any share appreciation or similar right, whether or not limited, granted in cash, tandem with any ISO described in clause (A) of this sentence. The Gross-Up Payment will be in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, Tax imposed upon the Gross-Up Payment, you the Executive will retain have received an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and Payment. (ii) Subject to the Company otherwise agree in writingprovisions of Section 8(f)(vi), any determination all determinations required to be made under this Section 48(f), including without limitation, whether an Excise Tax is payable by the Executive and the amount of payments under this Article 6 such Excise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Executive and the amount of such Gross-Up Payment, if any, will be made by a nationally recognized accounting firm (the "Parachute Accounting Firm") selected by the Executive in the Executive's sole discretion The Executive will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and the Executive within 30 calendar days after the Executive's termination date, and any such other time or times as may be requested by the Company of the Executive. If the Accounting Firm determines that any Excise Tax is payable by the Executive, the Company will pay the required Gross-up") shall be computed Up Payment to the Executive within five business days after receipt of such determination and made in writing calculations with respect to any Payment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Employer's then independent public accountants (Executive, it will, at the "Accountants")same time as it makes such determination, whose determination shall be, subject to furnish the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee Company and the Employer for all purposesExecutive an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal, state or local income or other tax return. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of the initial any determination by the Accountants Accounting Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment")hereunder. In the event that you are the Company exhausts or fails to pursue its remedies pursuant to Section 8(f)(vi) and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall Executive will direct the Accounting Firm to determine the amount of the Underpayment that has occurred and any to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment shall will be promptly paid by the Company to to, or for your benefit. In the event that it is finally determined that an Overpayment has occurredbenefit of, you the Executive within five business days after receipt of such determination and calculations. (iii) The Company and the Executive will promptlyeach provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in any event within 30 days connection with the preparation of such determination, refund and issuance of the determinations and calculations contemplated by Section 8(f)(ii). Any determination by the Accounting Firm as to the amount of the OverpaymentGross-Up Payment will be binding upon the Company and the Executive. (iv) The federal, plus any interest actually paid to you state and local income or other tax returns filed by the Executive will by prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the OverpaymentExcise Tax payable by the Executive. The Executive will make proper payment of the amount of any Excise Payment and, at the request of the Company, provide to the Company true and correct copies (with any amendments) of the Executive's federal tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of the Executive's federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive will within five business days pay to the Company the amount of such reduction. (v) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated herein will be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company will reimburse the Executive the full amount of such fees and expenses within five business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (vi) The Executive will notify the Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion in writing of any Underpayment claim by the Internal Revenue Service or to claimany other taxing authority that, and ▇▇▇ forif successful, would require the payment by the Company of a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that . Such notification will be given as promptly as practicable but no later than 10 business days after the Executive actually receives notice of such claim and the Executive will further apprise the Company shall promptly reimburse you for all expensesof the nature of such claim and the date on which such claim is requested to be paid (in each case, including counsel to the extent known by the Executive). The Executive will not pay such claim prior to the earlier of (x) the expiration if the 30-calendar day period following the date on which the Executive gives such notice to the Company and accounting fees(y) the date that any payment of amount with respect to such claim is due. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, incurred the Executive will: (A) (B) (C) (D) provide the Company with any written records or documents in the Executive's possession relating to such claim reasonably requested by the Company; take such action in connection with any contesting such proceeding. Alternatively, claim as the Company may undertake any reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such proceeding, claim by an attorney competent in respect of the subject matter and you shall reasonably selected by the Company; cooperate with the Company in good faith in order effectively to contest such claim; and permit the Company to participate in any proceedings relating to such claims; provided, however, that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless the Executive, on an after-tax basis, for and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 8(f), the Company will control all proceedings taken in connection with the contest of any claim contemplated by this Section 8(f)(vi) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive will prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, and in one or more appellate courts, as the Company may determine; provided, however, that if the Company directs the Executive to pay the tax claimed and ▇▇▇ for a refund, the Company will advance the amount of such payment to the Executive on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or other tax, including interest or penalties with respect thereto, imposed with respect to such advance; provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount if claimed to be due is limited solely to such contested amount. The Company's control of any such proceedingcontested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (vii) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(f)(vi), the Executive receives any refund with respect to such claim, the Executive will (subject to the Company's complying with the requirements of Section 8(f)(vi)) pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto) within 30 calendar days after such receipt and the Company's satisfaction of all accrued obligations under this Agreement. If, after the receipt by the Executive of any amount advanced by the Company pursuant to Section 8(f)(vi), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such determination prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of any such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by the Company to the Executive pursuant to this Section 8(f).

Additional Payments. (a) If allAll payments made by the Grantor under this document will be made free and clear of, and without deduction or withholding for, any portionpresent or future taxes, of the payments levies, imposts, duties, fees, assessments or other benefits provided under charges of whatever nature now or in the future imposed by any section of this Agreement, either alone jurisdiction or together by any political subdivision or taxing authority thereof or therein with other respect to such payments and benefits that you receive all interest, penalties or are entitled similar liabilities with respect to receive from the Company or its affiliatessuch non-excluded taxes, (whether or not under an existing planlevies imposts, arrangement duties, fees, assessments or other agreement) charges (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986all such non-excluded taxes, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Codelevies, (such excise taximposts, together with any interest and penalties related theretoduties, are hereinafter collectively fees, assessments or other charges being referred to collectively as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"“Taxes”), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result The Grantor will indemnify and hold harmless the Secured Party, or reimburse the Secured Party, upon its written request, for the amount of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination any Taxes imposed on and paid by the Accountants hereunder, it is possible that (i) Gross-Up Payments which Secured Party with respect to such payments. The Grantor will not have been made by furnish to the Company should have been made (an "Underpayment"), consistent with Secured Party within 45 days after the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of date the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise TaxTaxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence satisfactory to the Accountants shall determine Secured Party, evidencing such payment by the amount Grantor. (c) If the Secured Party determines that it has finally and irrevocably received or been granted a refund in respect of the Underpayment that any Taxes as to which indemnification has occurred and any such Underpayment shall be promptly been paid by the Company Grantor pursuant to or for your benefit. In the event that this Clause 8.9, it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of shall promptly remit such determination, refund the amount of the Overpayment, plus (including any interest actually paid to you with received in respect to the Overpaymentthereof), net of all reasonable and documented out-of-pocket costs and expenses, to the CompanyGrantor; provided, however, that the Grantor agrees to promptly return any such refund (plus interest) to the Secured Party in the event the Secured Party is required to repay such refund to the relevant taxing authority. The Company Secured Party shall have provide the right Grantor with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion a copy of any Underpayment or to claim, and ▇▇▇ for, a refund such notice of assessment from the relevant taxing authority (redacting any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company unrelated confidential information contained therein) requiring repayment of such refund. The Secured Party shall promptly reimburse you apply for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, refund upon the Company may undertake any such proceeding, reasonable request and you shall cooperate with at the Company in any such proceedingexpense of the Grantor.

Additional Payments. (a) If all, Notwithstanding anything in this Agreement or any portionother agreement to the contrary, in the event it is determined that any payments or distributions (including, without limitation, the vesting of an option or other non-cash benefit or property or the forgiveness of any indebtedness) by the Corporation or any affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) thereof or any other person to or for the benefit of the payments Executive, whether paid or other benefits provided under any section payable pursuant to the terms of this Agreement, either alone or together pursuant to any other agreement or arrangement with other payments and benefits that you receive the Corporation or are entitled any such affiliate (“Payments”), would be subject to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the Code, or any successor provision, or any interest or penalties with respect to the excise tax (such the excise tax, together with any interest and penalties related theretopenalties, are hereinafter collectively referred to as the "“Excise Tax") then”), in addition to any other benefits to which you are entitled under this Agreement, you then the Executive will be entitled to receive an additional payment from the Corporation (a "“Gross-Up Payment"”) in cash, in an amount such that after you pay payment by the Executive of all taxes (including, without limitation, (i) any income taxes (and any interest and or penalties imposed with respect thereto) to such taxes and (ii) any Excise Tax, ) imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the The amount of payments under this Article 6 (the "Parachute Gross-up") shall Up Payment will be computed and made in writing calculated by the Employer's then Corporation’s independent public accountants (the "Accountants")accounting firm, whose determination shall be, subject engaged immediately prior to the Employee's reasonable approval of event that triggered the calculations required under this Article 6payment, conclusive and binding upon in consultation with the Employee and the Employer for all purposesCorporation’s outside legal counsel. For purposes of making the calculations required by this Section 4Section, the Accountants accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code, provided that the accounting firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). You and The Gross-Up Payment will be paid on the Company shall furnish Executive’s last day of employment or on the occurrence of the event that results in the imposition of the Excise Tax, if later. If the precise amount of the Gross-Up Payment cannot be determined on the date it is to be paid, an amount equal to the Accountants such information and documents best estimate of the Gross-Up Payment will be made on that date and, within 10 days after the precise calculation is obtained, either the Corporation will pay any additional amount to the Executive or the Executive will pay any excess amount to the Corporation, as the Accountants case may be. If subsequently the Internal Revenue Service (the “IRS”) claims that any additional Excise Tax is owing, an additional Gross-Up Payment will be paid to the Executive within 30 days of the Executive providing substantiation of the claim made by the IRS. After payment to the Executive of the Gross-Up Payment, the Executive will provide to the Corporation any information reasonably request requested by the Corporation relating to the Excise Tax, the Executive will take those actions as the Corporation reasonable requests to contest the Excise Tax, cooperate in order good faith with the Corporation to make a determination under this Section 4effectively contest the Excise Tax and permit the Corporation to participate in any proceedings contesting the Excise Tax. The Company shall Corporation will bear and pay directly all costs and expenses (including any interest or penalties on the Accountants may reasonably incur in connection with Excise Tax), and indemnify and hold the Executive harmless, on an after-tax basis, from all such costs and expenses related to such contest. Should it ultimately be determined that any calculations contemplated by this Section 4amount of an Excise Tax is not properly owed, the Executive will refund to the Corporation the related amount of the Gross-Up Payment. (b) As a result If any Gross-Up Payment required pursuant to this Section 8 is determined by the Board of Directors (or its delegate) to be subject to Section 409A of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunderCode, it is possible that such payment shall be made as follows: (i) if such Gross-Up Payments which will not have been Payment is made by the Company should have been due to a Change in Control (i.e., such payment or provision is made (an "Underpayment"without taking into account Executive’s termination), consistent with then the calculations required to be made hereunder or that Corporation shall pay such Gross-Up Payment on the date of the Change in Control or, if later, as soon as administratively practicable following the accounting firm’s determination described in Section 8(a) (ii) if such Gross-Up Payments that have been Payment is made will be determined to have been in excess of on or after, and due to, Executive’s termination, then the Corporation shall pay such Gross-Up Payments actually required (an "Overpayment"). In Payment incurred during the event that you are required to make Six-Month Delay Period in a payment of any Excise Taxlump sum on the Termination Payment Commencement Date, and for each calendar month thereafter in which such a Gross-Up Payment becomes due in monthly installments on the Accountants shall determine the amount last business day of the Underpayment calendar month following the month such payment becomes due; and (iii) if such Gross-Up Payment is due to a subsequent IRS claim that has occurred and any an additional Excise Tax is owed or due under Section 8(b), then the Corporation shall pay such Underpayment shall be promptly paid Gross-Up Payment no later than March 15th of the calendar year following the calendar year in which the alleged obligation of Executive, as reflected by Executive’s receipt of a claim by the Company to IRS, is received by Executive or for your benefit. In the event that it is finally determined that an Overpayment has occurreda taxable gain on the Shares described in Section 8(b) is subject to tax at ordinary income tax rates; and notwithstanding Sections 8(b)(i) or (ii), you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, if a refund of any Excise Tax paid by you upon any Payment or Gross-Up PaymentPayment due under Section 8 is paid due to a Change in Control or on or after, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternativelydue to, the Company may undertake any Executive’s termination, such proceedingpayment will be considered a distribution payable on the date of the Change in Control or the Executive’s date of Termination, respectively, as permitted under Section 409A and you proposed Treasury Regulation § 1.409-3(d) (because such payment was not administratively practicable due to events beyond the control of the Executive) and, as such, shall cooperate with be made as soon as administratively practicable (but in no event shall it be made later than the Company end of the first calendar year in any such proceedingwhich the payment becomes administratively practicable).

Additional Payments. (ai) If allNotwithstanding anything in this Agreement to the contrary, in the event it is determined (as hereafter provided) that any right or interest that vests in the Executive, or any portion, payment or distribution made by the Company to or for the benefit of the payments Executive, whether paid or other benefits provided under any section payable or distributed or distributable pursuant to the terms of this Agreement, either alone Agreement or together with other payments and benefits that you receive otherwise pursuant to or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or by reason of any other agreement) , policy, Plan, program or arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares of similar right, the lapse or termination of any restriction on or the vesting or exerciseability of any of the foregoing (collectively any such right, interest, payment or distribution, a "Payment"), would be subject to the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and would result in (or any successor provision thereto), by reason of being considered an "excess parachute payment," within the imposition on you meaning of an excise tax under Section 4999 280G of the CodeCode (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such excise taxtax or taxes, together with any such interest and penalties related theretopenalties, are hereinafter being hereafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you then the Executive will be entitled to receive an additional payment or payments from the Company (collectively, a "Gross-Up Payment") in cash, ). The Gross-Up Payment will be in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, Tax imposed upon the Gross-Up Payment, you the Executive will retain have received an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and Payment. (ii) Subject to the Company otherwise agree in writingprovisions of Section 8(e)(vi), any determination all determinations required to be made under this Section 48(e), including without limitation, whether an Excise Tax is payable by the Executive and the amount of payments under this Article 6 such Excise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Executive and the amount of such Gross-Up Payment, if any, will be made by a nationally recognized accounting firm (the "Parachute Accounting Firm") selected by the mutual written agreement of the Executive and the Company. The parties hereto will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and the Executive within 30 calendar days after the Executive's termination date, and any such other time or times as may be requested by the Company or the Executive. If the Accounting Firm determines that any Excise Tax is payable by the Executive, the Company will pay the required Gross-up") shall be computed Up Payment to the Executive within five business days after receipt of such determination and made in writing calculations with respect to any payment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Employer's then independent public accountants (Executive, it will, at the "Accountants")same time as it makes such determination, whose determination shall be, subject to furnish the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee Company and the Employer for all purposesExecutive an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal, state or local income or other tax return. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of the initial any determination by the Accountants Accounting Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment")hereunder. In the event that you are the Company exhausts or fails to pursue its remedies pursuant to Section 8(e)(vi) and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall parties will direct the Accounting Firm to determine the amount of the Underpayment that has occurred and any to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment shall will be promptly paid by the Company to to, or for your benefit. In the event that it is finally determined that an Overpayment has occurredbenefit of, you the Executive within five business days after receipt of such determination and calculations. (iii) The Company and the Executive will promptlyeach provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in any event within 30 days connection with the preparation of such determination, refund and issuance of the determinations and calculations contemplated by Section 8(e)(ii). Any determination by the Accounting Firm as to the amount of the OverpaymentGross-Up Payment will be binding upon the Company and the Executive. (iv) The federal, plus any interest actually paid to you state and local income or other tax returns filed by the Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the OverpaymentExcise Tax payable by the Executive. The Executive will make proper payment of the amount of any Excise Payment and, at the request of the Company, provide to the Company true and correct copies (with any amendments) of the Executive's federal tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company evidencing such payment. If, prior to the filing of the Executive's federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive will within five business days pay to the Company the amount of such reduction. (v) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated herein will be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company will reimburse the Executive the full amount of such fees and expenses within five business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (vi) The Executive will notify the Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion in writing of any Underpayment claim by the Internal Revenue Service or to claimany other taxing authority that, and ▇▇▇ forif successful, would require the payment by the Company of a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that . Such notification will be given as promptly as practicable but no later than 10 business days after the Executive actually receives notice of such claim and the Executive will further apprise the Company shall promptly reimburse you for all expensesof the nature of such claim and the date on which such claim is requested to be paid (in each case, including counsel to the extent known by the Executive). The Executive will not pay such claim prior to the earlier of (x) the expiration of the 30-calendar day period following the date on which the Executive gives such notice to the Company and accounting fees(y) the date that any payment of amount with respect to such claim is due. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, incurred the Executive will: (A) provide the Company with any written records or documents in the Executive's possession relating to such claim reasonably requested by the Company; (B) take such action in connection with any contesting such proceeding. Alternatively, claim as the Company may undertake any reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such proceeding, claim by an attorney competent in respect of the subject matter and you shall reasonably selected by the Company; (C) cooperate with the Company in good faith in order effectively to contest such claim; and (D) permit the Company to participate in any proceedings relating to such claims; provided, however, that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless the Executive, on an after-tax basis, from and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 8(e), the Company will control all proceedings taken in connection with the contest of any claim contemplated by this Section 8(e)(vi) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive will prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, and in one or more appellate courts, as the Company may determine; provided, however, that if the Company directs the Executive to pay the tax claimed and ▇▇▇ for a refund, the Company will advance the amount of such payment to the Executive on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or other tax, including interest or penalties with respect thereto, imposed with respect to such advance; provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount if claimed to be due is limited solely to such contested amount. The Company's control of any such proceedingcontested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (vii) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(e)(vi), the Executive receives any refund with respect to such claim, the Executive will (subject to the Company's complying with the requirements of Section 8(e)(vi)) pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto) within 30 calendar days after such receipt and the Company's satisfaction of all accrued obligations under this Agreement. If, after the receipt by the Executive of any amount advanced by the Company pursuant to Section 8(e)(vi), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such determination prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of any such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by the Company to the Executive pursuant to this Section 8(e). (viii) Notwithstanding any other provision of this Agreement, the Company shall pay to the Executive an amount equal to the Base Salary upon the occurrence of: (x) the Expiration Date; and (y) any failure for any reason of the Expiration Date to be automatically extended by one additional year as prescribed by Section 3 of this Agreement.

Additional Payments. (a) If all, or any portion, of 6.1 Throughout the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from entire Lease Term the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") thenTenant shall pay, in addition to the Rent, all the municipal and/or governmental or other payments, imposts, arnonas, taxes and obligatory payments of any other benefits sort whatsoever, including fees, registration and license fees of any sort whatsoever relating to the Demised Premises and/or its operation and/or its maintenance which you are entitled under this Agreementapply to whoever rents the Demised Premises. Taxes and imposts relating to the Demised Premises, you its operation, its maintenance, or with regard to the Rent that will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code future and that are not in existence at the time of the initial determination execution of this Lease Agreement, shall be imposed upon the Tenant if it is determined therein that they apply to the Tenant. It should be emphasized that all that is stated above shall apply only and exclusively regarding payments relating to the use of the Demised Premises by the Accountants hereunderTenant. The Landlord shall bear the payment of the property tax and other taxes if they are imposed in the future for the rights of ownership of the Demised Premises, as well as income taxes for the Rent. The Landlord shall bear any tax and/or impost and/or other payment in which it is possible provided that it applies to the owner of the Demised Premises or on the party leasing out the property, including one-time imposts and fees, such as road imposts, sewage (i) Gross-Up Payments which will that is not have been made included as a regular monthly payment in the arnona payment), etc. 6.2 Without derogating from the generality of the foregoing, the Tenant shall bear throughout the Lease Term all payments for the supply of water, electricity, telephone, arnona, business tax, sign tax, or any other expenditure relating to the use and operation of the Demised Premises. The Landlord represents that on those items there are no existing debts that were generated prior to the Lease Term and that are likely to prevent the use thereof by the Company should have been made (an "Underpayment")Tenant. 6.3 The Tenant shall bear, consistent throughout the entire Lease Term, payments due for maintenance and management of the Building in accordance with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess provisions of the Gross-Up Payments actually required (an "Overpayment")Management Agreement to which it is a party and in accordance with the law. 6.4 The Tenant covenants to notify in writing the City of Ramat Gan, the Electric Company, and other interested parties regarding the lease of the Demised Premises. In Shortly after the event time of the commencement of the lease the Tenant covenants, should the Landlord so direct him, to transfer the water and/or telephone and/or electricity and/or municipal and/or any other account that you are required relates to make a payment of any Excise Tax, and/or tax that is the Accountants shall determine the amount responsibility of the Underpayment that has occurred Demised Premises and any such Underpayment shall be promptly generally is paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the OverpaymentTenant, to the Company. The Company shall have name of the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingTenant.

Additional Payments. (a) If all, In the event that any payment or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, benefit (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”)) and to the Employee or for his benefit paid or payable or distributed or distributable (at any time or from time to time) pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets ( a “Payment” or “Payments”), would result in be subject to the imposition on you of an excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties related theretopenalties, are being hereinafter collectively referred to as the "“Excise Tax") then”), in addition to any other benefits to which you are entitled under this Agreement, you then the Employee will be entitled to receive an additional payment or payments, as the case may be (referred to individually or collectively as a "“Gross-Up Payment") in cash”), in an amount such that after you pay payment by the Employee of all taxes including(including any interest or penalties imposed with respect to such taxes and the Excise Tax, without limitation, (i) any income taxes (and any other than interest and penalties imposed with respect thereto) and (ii) by reason of the Employee’s failure to file timely a tax return or pay taxes shown due on his return), including any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the An initial determination by the Accountants hereunder, it is possible that (i) as to whether a Gross-Up Payments Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s expense by an accounting firm selected by the Company, and reasonably acceptable to the Employee, which will not have been made is designated as one of the largest national accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Employee within ten (10) days of the Termination Date, as defined in Section 15, or such other time as requested by the Company should or by the Employee (provided the Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Employee with respect to a Payment or Payments, it shall furnish the Employee with an opinion reasonably acceptable to the Employee that he has substantial authority not to report any Excise Tax on his federal tax return with respect to any such Payment or Payments. Within ten (10) days of the delivery of the Determination to the Employee, the Employee shall have been made (an "Underpayment"), consistent with the calculations required right to be made hereunder or that (ii) dispute the Determination. The Gross-Up Payments that have been made will Payment, if any, as determined pursuant to this Section 6(b) shall be determined paid by the Company to have been the Employee within five (5) days of the receipt of the Determination. The existence of the dispute shall not in excess any way affect the Employee’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a dispute, the Company shall promptly pay to the Employee any additional amount required by such resolution. If there is no dispute, the Determination shall be binding, final and conclusive upon the Company and the Employee. (c) The Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payments actually required Payment. Such notification shall be given as soon as practicable but no later than ten (an "Overpayment"10) business days after the Employee knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). In If the event Company notifies the Employee in writing prior to the expiration of such period that you are required it desires to make a payment of any Excise Taxcontest such claim, the Accountants shall determine Employee shall: (i) give the amount of the Underpayment that has occurred and Company any such Underpayment shall be promptly paid information reasonably requested by the Company relating to or for your benefit. In such claim, (ii) take such action in connection with contesting such claim as the event that it is finally determined that an Overpayment has occurredCompany shall reasonably request in writing from time to time, you will promptlyincluding, and in any event within 30 days of such determinationwithout limitation, refund the amount of the Overpayment, plus any interest actually paid to you accepting legal representation with respect to the Overpayment, to such claim by an attorney reasonably selected by the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall . (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such proceedingclaim, provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provision of this Section 6(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and ▇▇▇ for a refund, or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Employee to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Employee, on an interest-free basis and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the Company’s complying with the requirements of Section 6(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Additional Payments. (a) If allIn all events, if any payments to the Executive from the Company, or any portionvesting of options, of whether occurring pursuant to Section 7 hereof or otherwise made to the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from Executive by the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within ), are or will be subject to the meaning of tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "CodeIRC") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then(or any similar tax that may hereafter be imposed), the Company shall pay to the appropriate taxing authorities on behalf of the Executive at the time specified in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive subsection 7(i)(iii) below an additional payment amount (a the "Gross-Up Payment") in cash, in an amount such that the net amount retained by him, after you pay reduction by all taxes includingExcise Taxes, without limitationand all federal, (i) any state and local income taxes (on the Payments and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you shall be equal to the net amount which would have been retained by him had no part of the Payments been subject to the Excise Tax. For purposes of determining whether any of the Payments will retain an be subject to the Excise Tax and the amount of such Excise Tax, (A) all payments or benefits received or to be received by the Executive in connection with his termination of employment (whether pursuant to the terms of this Agreement or any Company Compensation Plan), shall be treated as "parachute payments" within the meaning of IRC Section 280G(b)(2), and all "excess parachute payments" within the meaning of IRC Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless (i) the Executive otherwise agrees in writing that IRC Section 4999 is not applicable, or (ii) in the opinion of tax counsel selected by the Company's independent auditors, and acceptable to the Executive ("Counsel"), such payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of IRC Section 280G(b)(4) in excess of the base amount within the meaning of IRC Section 280G(b)(3), or are otherwise not subject to the Excise Tax, (B) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Payments or (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (A), above), and (C) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of IRC Sections 280G(d)(3) and (4). For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal, state and local taxes at the highest marginal rate of federal, state and local income taxation, respectively, in the calendar year in which the Gross-Up Payment is to be made. In the event that the Excise Tax is at any time determined by Counsel or by the Internal Revenue Service ("IRS") to exceed the amount taken into account hereunder at the time of the termination of the Executive's employment or thereafter (including, without limitation, by reason of (A) a preliminary determination by the parties that no Gross-Up Payment was due under this subsection 7(i) or (B) a determination which otherwise underestimates the amount of the Gross-Up Payment equal due under this subsection 7(i)), the Company shall make an additional Gross-Up Payment in respect of such excess (plus all interest and penalties payable with respect to such excess) at the time the amount of such excess is finally determined. In the event that the Excise Tax imposed upon is subsequently determined by Counsel or pursuant to any proceeding or negotiations with the Payments. Unless you and Internal Revenue Service to be less than the Company otherwise agree amount taken into account hereunder in writingcalculating the Gross-Up Payment made, any determination required under this Section 4the Executive shall repay to the Company, including without limitation, at the time that the amount of payments under this Article 6 (such reduction in the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4Excise Tax is finally determined, the Accountants may rely on reasonable, good faith interpretations concerning the application portion of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) prior Gross-Up Payments which will Payment that would not have been made by the Company should have paid if such Excise Tax had been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) correctly applied in initially calculating such Gross-Up Payments that have been made will be determined to have been Payment, plus interest on the amount of such repayment at the rate provided in excess IRC Section 1274(b)(2)(B). Notwithstanding the foregoing, in the event any portion of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required Payment to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by refunded to the Company has been paid to any Federal, state or for your benefit. In local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the event that it is finally determined that an Overpayment has occurred, you will promptlyExecutive, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid payable to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you not exceed interest received or credited to the Executive by such tax authority for all expenses, including counsel the period it held such portion. The Executive and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, shall mutually agree upon the course of action to be pursued (and you shall cooperate with the Company in any such proceedingmethod of allocating the expenses thereof) if the Executive's good faith claim for refund or credit is denied.

Additional Payments. (a) If allRegardless of the basis of Executive’s termination of employment with the Company and regardless whether Executive agrees to execute the mutual release with the Company attached hereto as Exhibit A, if all or any portion, portion of the payments amounts payable to Executive or other benefits provided on Executive’s behalf under any section of this Agreement, either alone agreement or together with other payments and benefits that you receive or otherwise are entitled subject to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (amended, or similar state tax or assessment, the "Code") and would result Company will pay executive an amount necessary to place Executive in the imposition on you of an same after-tax position as Executive would have been in had no such excise tax under Section 4999 been imposed. The amount payable pursuant to this preceding sentence shall be increased to the extent necessary to pay income and excise taxes due on such amount. The determination of the Codeamount of any such tax indemnity shall be made by the independent accounting firm employed by the Company, (such excise tax, together with which amount shall be increased or decreased to reflect the results of any final determination by taxing authorities in any administrative or judicial action and shall include any expenses reasonably incurred by Executive in defending same. The amount payable pursuant to this paragraph shall be sufficient to pay any interest and penalties determined to be due, and shall be grossed up for the income tax due on the aggregate reimbursement. Amounts due shall be paid within 10 days after demand by Executive, and no later than December 31 of the year following the year in which the related theretotaxes are remitted to the applicable taxing authorities. EXECUTIVE MOVE, are hereinafter collectively referred INC. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 6/30/09 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO This Separation Agreement and General Release (“Agreement”) is entered into between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“You”) and Move, Inc., on behalf of itself and its divisions, subsidiaries and affiliated entities (the “Company”) based upon the following facts: A. You have been employed by the Company as Chief Financial Officer, Move, Inc., pursuant to an offer letter signed by you, dated June __, 2009 (the “Offer Letter”); and B. On __________ __, ____, a [Termination in Absence of Change of Control/Termination Upon Change of Control] event, as the "Excise Tax"defined in your Executive Retention and Severance Agreement dated June__, 2009 (“Retention Agreement”) then, in addition to any other benefits to which you are entitled under occurred. By this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish mutually agree to the Accountants such information terms of your final separation from the Company and documents termination of your employment, effective as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in close of business on _________ __, ____ (“Termination Date”). Based upon the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunderabove facts, it is possible that (i) Gross-Up Payments which will not have been made by You and the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred acknowledge and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.agree:

Additional Payments. (a) If all, 8.7.1 Payments under this Agreement or any portionother arrangement of GLG covering the Employee (including, without limitation, vesting of awards under GLG’s equity incentive plans) shall be made without regard to whether the deductibility of such payments (or any other benefits provided under any section of this Agreement, either alone or together with other payments and benefits “parachute payments,” as that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of term is defined in Section 280G of the Internal Revenue Code (“Section 280G”), to or for the benefit of 1986, as amended the Employee) would be limited or precluded by Section 280G and without regard to whether such payments (or any other parachute payments) would subject the "Code") and would result in Employee to the imposition on you of an federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code, Internal Revenue Code (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "“Excise Tax"”). 8.7.2 The Employee shall be entitled to receive a payment (the “Gross-Up Payment”) thenwhich shall be an amount equal to the sum of (a) the Excise Tax imposed on any parachute payment, in addition to any other benefits to which you are entitled whether or not such parachute payment is payable under this Agreement, you will be entitled and (b) the amount necessary to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all additional taxes including, without limitation, imposed on (ior economically borne by) any income taxes the Employee (and any interest and penalties imposed with respect thereto) and (ii) any including the Excise Tax, imposed upon federal, state, local, and foreign income and employment taxes, and all applicable withholding taxes) and reimburse the Employee for expenses due to a tax audit or litigation, in each case attributable to the receipt of “parachute payments” and the Gross-Up Payment, you will retain an amount . 8.7.3 The initial determination of the Gross-Up Payment equal shall be made at GLG’s expense by GLG’s independent auditors or by such other certified public accounting firm as the Board may designate prior to a Change of Control (the “Accountants”) and a copy of such initial determination (and any underlying calculations) will be provided to the Excise Tax imposed Employee forthwith upon the Payments. Unless you and the Company otherwise agree in writingcompletion of such initial determination; provided that, any determination required under this Section 4, including without limitationprior to completing such initial determination, the amount Employee will be provided with a written draft of payments under this Article 6 such determination (which he may share with his legal and tax advisors) and a period of thirty (30) days during which the "Parachute Employee (and his advisors) may submit comments to the Accountants regarding such draft determination. 8.7.4 The Gross-up") Up Payment shall be computed and made in writing by to the Employer's then independent public accountants (the "Accountants"), whose determination shall beEmployee, subject to clause 8.10, at the same time the amounts under clause 8.6 are paid to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4or, the Accountants may rely on reasonableif later, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. within five (b5) As a result of the uncertainty in the application of Section 4999 of the Code at the time of business days following the initial determination by the Accountants hereunder, it is possible that (i) the Gross-Up Payments which will not have been made Payment is due. 8.7.5 In the event that the Excise Tax is subsequently determined by the Company should have been made (an "Underpayment"), consistent with Accountants or the calculations required Internal Revenue Service to be made less than the amount taken into account hereunder or that (ii) at the time the Gross-Up Payments Payment is made, the Employee shall repay to GLG, at the time that have been made will be determined to have been the amount of such reduction in excess the Excise Tax is finally determined, the portion of the Gross-Up Payments actually Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, state, and local income and employment tax imposed on the portion of the Gross-Up Payment being repaid by the Employee if such repayment results in a reduction in the Excise Tax or a federal, state, and local income or employment tax deduction). Notwithstanding the foregoing, in the event that any portion of the Gross-Up Payment to be refunded to GLG has been paid to any federal, state, local, or foreign tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has been made to the Employee, and interest payable to GLG shall not exceed the interest received or credited to the Employee by such tax authority for the period it held such portion, provided that the Employee’s obligation to repay shall be net of any federal, state, local, or foreign income or employment taxes imposed on the Employee on receipt of such refund or credit. The Employee and GLG shall cooperate in good faith in determining the course of action to be pursued (and the method of allocating the expense thereof) if the Employee’s claim for a refund or credit is denied. However, if agreement cannot be reached, GLG shall decide the appropriate course of action to pursue, provided that the action does not adversely impact any issues the Employee may have with respect to his tax return, other than the Excise Tax. 8.7.6 In the event that the Excise Tax is subsequently determined by the Accountants or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), GLG shall make an "Overpayment"additional Gross-Up Payment to or for the benefit of the Employee in respect of such excess at the time that the amount of such excess is finally determined. 8.7.7 In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Employee shall permit GLG to control issues related to the Excise Tax (at GLG’s expense), provided that such issues do not potentially materially adversely affect the Employee. In the event that you issues are required to make a payment of any Excise Taxinterrelated, the Accountants Employee and GLG shall determine the amount in good faith cooperate so as not to jeopardize resolution of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefiteither issue. In the event that it is finally determined that an Overpayment has occurredof any conference with any taxing authority as to the Excise Tax or associated income taxes, you will promptlythe Employee shall permit the representative of GLG to accompany the Employee, and the Employee and the Employee’s representative shall cooperate with GLG and its representative. 8.7.8 GLG and the Employee shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax. 8.7.9 Notwithstanding anything in this clause 8.7 to the contrary, to satisfy the express requirements under Section 409A of the Internal Revenue Code (“Section 409A”), and without in any way limiting the obligation of GLG to make payments in accordance with the prior paragraphs of this clause 8.7, the parties hereto agree that (I) in no event within 30 days of such determination, refund the amount of the Overpayment, plus will any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up PaymentPayment or any underpayment be made to the Employee later than the end of the calendar year immediately following the calendar year in which the Employee remits the related taxes to the applicable government authority, provided and (II) in no event will the reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability be made to the Employee later than the end of the calendar year immediately following the calendar year in which the taxes that are the Company shall promptly reimburse you for all expensessubject of the audit or litigation are remitted to the applicable government authority or, including counsel and accounting fees, incurred in connection with any where as a result of such proceeding. Alternativelyaudit or litigation no taxes are remitted, the Company may undertake any such proceeding, end of the calendar year immediately following the calendar year in which the audit is completed or there is a final and you shall cooperate with non-appealable settlement or other resolution of the Company in any such proceedinglitigation.

Additional Payments. (a) If all, In the event that any payment or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, benefit (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), to the Employee or for his benefit paid or payable or distributed or distributable (at any time or from time to time) and pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (a "Payment" or "Payments"), would result in be subject to the imposition on you of an excise tax under imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties related theretopenalties, are being hereinafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you then the Employee will be entitled to receive an additional payment or payments, as the case may be (referred to individually or collectively as a "Gross-Up Payment") in cash, in an amount such that after you pay payment by the Employee of all taxes including(including any interest or penalties imposed with respect to such taxes and the Excise Tax, without limitation, (i) any income taxes (and any other than interest and penalties imposed with respect thereto) and (ii) by reason of the Employee's failure to file timely a tax return or pay taxes shown due on his return), including any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the An initial determination by the Accountants hereunder, it is possible that (i) as to whether a Gross-Up Payments which will not have been Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company's expense by an accounting firm selected by the Company should have been made and reasonably acceptable to the Employee which is designated as one of the largest national accounting firms in the United States (an the "UnderpaymentAccounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), consistent together with detailed supporting calculations and documentation to the calculations required Company and the Employee within ten (10) days of the Termination Date, as defined in Section 15, or such other time as requested by the Company or by the Employee (provided the Employee reasonably believes that any of the Payments may be subject to be made hereunder the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Employee with respect to a Payment or Payments, it shall furnish the Employee with an opinion reasonably acceptable to the Employee that he has substantial authority not to report any Excise Tax on his federal tax return with respect to any such Payment or Payments. Within ten (ii10) days of the delivery of the Determination to the Employee, the Employee shall have the right to dispute the Determination. The Gross-Up Payments that have been made will Payment, if any, as determined pursuant to this Section 6(b) shall be determined paid by the Company to have been the Employee within five (5) days of the receipt of the Determination. The existence of the dispute shall not in excess any way affect the Employee's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a dispute, the Company shall promptly pay to the Employee any additional amount required by such resolution. If there is no dispute, the Determination shall be binding, final and conclusive upon the Company and the Employee. (c) The Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payments actually required Payment. Such notification shall be given as soon as practicable but no later than ten (an "Overpayment"10) business days after the Employee knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). In If the event Company notifies the Employee in writing prior to the expiration of such period that you are required it desires to make a payment of any Excise Taxcontest such claim, the Accountants shall determine Employee shall: (i) give the amount of the Underpayment that has occurred and Company any such Underpayment shall be promptly paid information reasonably requested by the Company relating to or for your benefit. In such claim, (ii) take such action in connection with contesting such claim as the event that it is finally determined that an Overpayment has occurredCompany shall reasonably request in writing from time to time, you will promptlyincluding, and in any event within 30 days of such determinationwithout limitation, refund the amount of the Overpayment, plus any interest actually paid to you accepting legal representation with respect to the Overpayment, to such claim by an attorney reasonably selected by the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall . (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such proceedingclaim, provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 6(c), the Company shall control all proceeding taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and ▇▇▇ for a refund, or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Employee to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Employee, on an interest-free basis and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the Company's complying with the requirements of Section 6(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Additional Payments. (a) If allAnything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or any portion, distribution by the Company to or for the benefit of the payments Employee (whether paid or other benefits provided under any section payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, either alone or together with other but determined without regard to any additional payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not required under an existing plan, arrangement or other agreementthis Section 12) (collectively the a "PaymentsPayment") would constitute an excess "parachute payment" within be subject to the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you will then the Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and Notwithstanding the Company otherwise agree in writing, any determination required under foregoing provisions of this Section 412.1, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") if it shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon determined that the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish is entitled to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided but that the Company Payments do not exceed 110% of the greatest amount (the "Reduced Amount") that could be paid to the Employee such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall promptly reimburse you for all expensesbe made to the Employee and the Payments, including counsel and accounting feesin the aggregate, incurred in connection with any such proceeding. Alternatively, shall be reduced to the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingReduced Amount.

Additional Payments. (a) If all, or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "“Payments"”) would constitute an excess "“parachute payment" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "“Excise Tax"”) then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "“Gross-Up Payment"”) in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "“Parachute Gross-up"”) shall be computed and made in writing by the Employer's ’s then independent public accountants (the "“Accountants"”), whose determination shall be, subject to the Employee's ’s reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "“Underpayment"”), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "“Overpayment"”). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇s▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.

Additional Payments. The Company agrees to pay the following amounts to the following persons as Additional Payments under this Loan Agreement: (a) If allto the Trustee, or any portionwhen due, all reasonable fees of the payments or Trustee for services rendered under the Indenture and all fees and charges of paying agents, registrars, Counsel, accountants, engineers and others incurred at the request of the Trustee in the performance of services under the Indenture for which the Trustee and such other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or persons are entitled to receive from payment or reimbursement; provided that the Company may, without creating a default hereunder, contest in good faith the reasonableness of any such services, fees or expenses, other than the Trustee's fees for ordinary services, as set forth in the Indenture; and (b) to the Issuer and its counsel, their fees and expenses in connection with the authorization, issuance and sale of the Series 1997 Bonds, and all reasonable costs, expenses and liabilities, including necessary and reasonable attorneys' fees (i) incurred or paid by the Issuer in satisfaction of any obligations of the Company hereunder not performed by the Company, (ii) incurred or paid by the Issuer as a result of a request by the Company or its affiliatesa requirement of this Loan Agreement or the Indenture, or (whether iii) incurred by the Issuer in the defense of any action or not under an existing planproceeding with respect to the Project or this Loan Agreement or the Indenture or in enforcing this Loan Agreement, arrangement the Indenture or the Mortgage, or arising out of or based upon any other agreement) (collectively document related to the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G issuance of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes Bonds including, without limitation, those described in Section 7.04 hereof; provided that, prior to paying any such cost, expense or liability, the Issuer shall first afford the Company an opportunity to make such payment or prepayment by giving the Company fifteen (i15) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount days' prior written notice of the Gross-Up Payment equal Issuer's intention to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writingdo so; provided, any determination required under this Section 4however, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you not be required to make any such payment under this Section 4.04(b) in the event and to the extent that such payment would cause the interest on the Series 1997 Bonds to be includable in the gross income of the owners thereof for all Federal income tax purposes. (c) to the Bondholders, their reasonable expenses, including counsel and accounting reasonable attorneys' fees, incurred in connection with the occurrence and during the continuation of an Event of Default hereunder. Following the payment, prepayment or incurrence of any such proceeding. Alternativelycost, expense or liability, the Company may undertake any Additional Payments are payable upon written demand therefor, or within thirty (30) days following such proceeding, and you shall cooperate with the Company in any such proceedingdemand.

Additional Payments. The Participants hereby agree to pay Shared Costs of the Remedial Actions, as more specifically provided in this Sixth Addendum and to allocate “pro rata” among themselves all rebates, refunds, disbursements and escrow fees called for or resulting under the Participation Agreement, the Fourth Addendum, the Fifth Addendum or this Sixth Addendum or the Escrow Agreement. (a) If all, or any portion, The Additional Shared Costs of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled Remedial Actions under this Agreement, you will Addendum are estimated to be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you $369,771. Each Participant shall pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an its designated amount of the Gross-Up Payment equal to Additional Shared Costs listed herein on Chart I in accordance with the Excise Tax imposed upon Participation Agreement, the Payments. Unless you Fourth Addendum, the Fifth Addendum, this Sixth Addendum and the Company otherwise agree Escrow Agreement; provided, however, that in writingthe event the costs to perform the Remedial Work exceed amounts remaining in the account established by the Escrow Agreement and the Additional Shared Costs ($369,771), and expenditures greater than that amount are required to achieve the objectives of Exhibit A to this Addendum, a written amendment to this Addendum signed by all Participants shall be required and provided further, that in the event any determination Participant fails to make its full payment of its designated amount of the Shared Costs, as required under this Section 4, including without limitationby the Agreements, the amount of payments remaining Participants shall not be required to perform their obligations under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Agreements. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible Performing Participants that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the pay their designated amount of the Underpayment that has occurred and Additional Shared Costs reserve all rights of action against any such Underpayment shall be promptly paid by the Company to defaulting or non‐performing Participant(s) for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days recovery under all applicable statutes or theories of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment law or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingequity.

Additional Payments. The Borrower shall make the additional payments described below (a) If all, or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Additional Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") thenOcwen, in addition to any other benefits repaying the Loan at the Interest Rate, which Additional Payments shall be due and payable as follows: (a) If, on or prior to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, the (i) any income taxes (and any interest and penalties imposed with respect thereto) and Initial Due Date; or (ii) the date that the Loan is paid in full, in the event that the Loan is not paid in full on the Initial Due Date and an Extension has not been granted, there occurs: (A) a sale of a Project by Borrower to any Excise TaxPerson other than an Affiliate of Borrower, imposed upon after the Gross-Up Payment, you will retain an amount requirements of Section 8 of the Gross-Up Payment equal to Negative Covenants set forth on Exhibit B hereof have been satisfied, or in violation thereof ("Sale"); or, (B) a repayment in full of the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writingLoan by B▇▇▇▇▇▇▇, Balanced Care, LMR or any determination required under this Section 4other party, including without limitationas a result of a refinancing, the amount of payments under this Article 6 payment at maturity, or for any reason whatsoever (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "AccountantsPayoff"), whose determination and within six (6) months thereafter, there is a Sale of a Project; or, a Project is completely condemned or is conveyed by Borrower in lieu of condemnation proceedings (as used hereinafter "Condemnation"), then, the Borrower shall bepay Ocwen, subject as additional consideration for the funds advanced pursuant to the Employee's reasonable approval Loan, and as a prepayment or default penalty, as applicable, a sum equal to fifty percent (50%) of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Net Proceeds ("Proceeds Payment"). (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunderAfter an Extension, it is possible that if, on or prior to an (i) Gross-Up Payments which will not have been made by the Company should have been made Extended Due Date (an "Underpayment"hereinafter defined), consistent with the calculations required to be made hereunder ; or that (ii) Gross-Up Payments the date that have been made will be determined to have been the Loan is paid in excess of the Gross-Up Payments actually required (an "Overpayment"). In full, in the event that you are required the Loan is not paid in full on the Extended Due Date and another Extension has not been granted, there occurs: (A) a Sale; or, (B) a Payoff, and within six (6) months thereafter, there is a Sale of a Project, or a Condemnation, then, the Borrower shall pay Ocwen, as additional consideration for the funds advanced pursuant to the Loan, and as a prepayment or default penalty, as applicable, a sum equal to thirty-five percent (35%) of the Net Proceeds ("Extended Proceeds Payment"). (c) If, within the six (6) month period following the payment in full of the Loan by B▇▇▇▇▇▇▇, there is not a Sale of any Project, or a Condemnation, then the Borrower shall have no obligation to make either a payment Proceeds Payment or an Extended Proceeds Payment to Ocwen. (d) Any Proceeds Payment or Extended Proceeds Payment due Ocwen pursuant to this Section 1.6 shall be paid by Borrower to Ocwen in immediately available funds of U.S. currency on one of the following, as applicable: (i) the closing date of any Excise TaxSale, or (ii) the Accountants shall determine date on which the amount condemnation proceeds are received by B▇▇▇▇▇▇▇, including proceeds from a conveyance in lieu of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In a condemnation proceeding, in the event that it is finally determined that an Overpayment has occurredof a Condemnation. (e) As used herein, you will promptly, and in any event within 30 days of such determination, refund "Net Proceeds" shall mean the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.following:

Additional Payments. (a) If allAnything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or any portion, distribution in the nature of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, compensation (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G 280G(b)(2) of the Internal Revenue Code Code) to or for the benefit of 1986the Executive, as amended whether paid or payable pursuant to this Agreement (including, without limitation, the "Code"accelerated vesting of equity awards held by the Executive) and (collectively, the “Company Payments”), would result in be subject to the imposition on you of an excise tax under imposed by Section 4999 of the Code, Code (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "“Excise Tax") then”), in addition then the amount of such Company Payments shall be automatically reduced to any other benefits an amount one dollar less than the amount that would subject the Executive to which you are entitled under this Agreementsuch Excise Tax (the “Safe Harbor Limit”); provided that if the Company Payments exceed the Safe Harbor Limit by more than 10% of the Safe Harbor Limit, you will then the Executive shall instead be entitled to receive an additional payment (a "the “Gross-Up Payment"”) in cash, in an amount such that that, after you pay payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4payments. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations All determinations required to be made hereunder or that (ii) under this Section 23, including whether and when a Gross-Up Payments Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that have there has been made will a Company Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to have been this Section 23, shall be paid by the Company to the Executive within 15 days of the receipt of the Accounting Firm’s determination. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Executive. (c) The Executive shall notify the Company in excess writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payments actually required Payment. Such notification shall be given as soon as practicable, but no later than ten business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (an "Overpayment"or such shorter period ending on the date that any payment of taxes with respect to such claim is due). In If the event Company notifies the Executive in writing prior to the expiration of such period that you are required the Company desires to make a payment of any Excise Taxcontest such claim, the Accountants shall determine Executive shall: (i) give the amount of the Underpayment that has occurred and Company any such Underpayment shall be promptly paid information reasonably requested by the Company relating to or for your benefit. In such claim, (ii) take such action in connection with contesting such claim as the event Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that it is finally determined that an Overpayment has occurred, you will promptlythe Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 23, the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the Executive and direct the Executive to s▇▇ for a refund or contest the claim in any event within 30 days permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company pays such determinationclaim and directs the Executive to s▇▇ for a refund, refund the amount Company shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and provided, further, that any extension of the Overpaymentstatute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, plus the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any interest actually paid other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of a Gross-Up Payment or payment by the Company of an amount on the Executive’s behalf pursuant to you this Section 23, the Executive becomes entitled to receive any refund with respect to the OverpaymentExcise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on the Executive’s behalf pursuant to this Section 23, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the Company. The extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding any other provision of this Section 23, the Company shall have the right with respect may, in its sole discretion, withhold and pay over to the determination Internal Revenue Service or any other applicable taxing authority, for the benefit of either an Underpayment the Executive, all or an Overpayment to you to appeal the assertion any portion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that and the Company shall promptly reimburse you for all expenses, including counsel Executive hereby consents to such withholding and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingpayment.

Additional Payments. The Company shall make the following payments (a"Additional Payments") If allwithin 30 days after demand: (i) To the Issuer, reimbursement for any and all costs, reasonable expenses and liabilities paid or incurred by the Issuer, including, but not limited to, reasonable fees and disbursements of counsel and financial advisors which relate directly or indirectly to the 1997 Project or are in satisfaction of any obligations of the Company to the Issuer hereunder which are not performed in accordance with the terms hereof by the Company; (ii) To the Issuer, reimbursement for or prepayment of any and all reasonable costs, expenses, and liabilities paid or incurred or to be paid or incurred by the Issuer or any portionof its directors, officers, employees and agents, including, but not limited to, reasonable fees and disbursements of the payments or other benefits provided under any section of this Agreementcounsel and financial advisors, either alone or together with other payments and benefits that you receive or are entitled to receive from requested by the Company or its affiliates, required by this Agreement or by the Act in connection with the Issuer's rights and obligations hereunder; (whether or not under an existing plan, arrangement or other agreementiii) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G fees and expenses of the Internal Revenue Code Rebate Consultant; (iv) all attorneys' fees and disbursements or indemnity payments required under Section 5.20 or Article VIII hereof; (v) a fee to the Issuer in an annual amount not in excess of 19860.1% of the original principal amount of the Bonds for the purpose of defraying a portion of the Issuer's administrative expenses, as amended (with such obligation to be invoiced by the "Code") and would result Issuer on a quarterly, semi-annual, or annual basis in the imposition on you of an excise tax under Section 4999 Issuer's sole discretion and continuing while any portion of the Code, (such excise tax, together with any interest and penalties related thereto, Bonds are hereinafter collectively referred to as outstanding; provided that the "Excise Tax") then, in addition to any other benefits to which you are entitled Borrower shall notify the Issuer if the Borrower's payment under this Agreementitem would violate any applicable law, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, any applicable law relative to arbitrage; (ivi) any income taxes (To the Trustee and any interest the Paying Agent the reasonable fees, charges and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount expenses of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you Trustee and the Company otherwise agree in writing, any determination required Paying Agent under this Section 4Agreement, including as well as reimbursement for any and all reasonable costs, expenses (including, without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up"reasonable attorneys' fees) shall be computed and made in writing liabilities paid or incurred by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval Trustee or Paying Agent in satisfaction of any obligations of the calculations required under this Article 6, conclusive and binding upon Company hereunder which are not performed in accordance with the Employee terms hereof by the Company; and (vii) To the Trustee and the Employer for Paying Agent, all purposes. For purposes reasonable costs and expenses, whether ordinary or extraordinary (including, without limitation, reasonable attorneys' fees) incurred in the preparation, negotiation, execution, interpretation and administration of making the calculations required by this Section 4Agreement, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 any amendments to any of the Code. You and the Company shall furnish to the Accountants such information and documents foregoing, as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear well as all costs and expenses (including, without limitation, reasonable attorneys' fees) related to or in respect of the Accountants may reasonably incur Trustee's and/or any Bondholder's efforts to collect and/or enforce any of the Trustee's and/or such Bondholders' rights and remedies hereunder (whether or not legal action is instituted in connection with any calculations contemplated by this Section 4such efforts). (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.

Additional Payments. Subject to Section 9.11, any time when (w) a Net Adjustment Amount is payable to Equityholders pursuant to Section 2.11(f)(v)(B), (x) any portion of the funds held in the Equityholder Representative Expense Fund is payable to Equityholders pursuant to Section 8.03(a), (y) any Earnout Consideration shall become payable to the Shareholders or (z) any portion of the Indemnity Holdback Amount is payable to the Equityholders (each an “Additional Payment”): (a) If all, or any portion, the Equityholder Representative shall prepare and deliver to Parent and the Exchange Agent a spreadsheet showing the Equityholder Representative’s calculations of the payments or other benefits provided under any section following items (each, an “Additional Payout Spreadsheet”), which spreadsheet shall be reasonably acceptable to Parent: (i) in connection with the payment of this AgreementEarnout Consideration, either alone or together with other payments and benefits that you receive or are entitled the portion of each Earnout Payment to receive from the Company or its affiliatesbe paid to each Shareholder, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition which shall be allocated to them pro rata based on you of an excise tax under Section 4999 of the Code, (such excise taxtheir Pro Rata Percentages, together with any interest and penalties related theretothe name, are hereinafter collectively referred to as the "Excise Tax") thenaddress and, in addition to any other benefits to which you are entitled under this Agreementif available, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount email address for each such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and Shareholder; (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated Additional Payment to Equityholders consisting of any portion of the Net Adjustment Amount pursuant to, and the portion of such Additional Payment to be paid to each Equityholder as of immediately prior to the Effective Time, which shall be allocated to them pro rata based on their Pro Rata Percentages, together with the name, address and, if available, email address for each such Equityholder; (iii) in connection with any Additional Payment consisting of any portion of the funds held in the Equityholder Representative Expense Fund that is payable to Shareholders pursuant to Section 8.03(a), and the portion of such Additional Payment to be paid to each Shareholder, if any, which shall be allocated to them pro rata based on their Expense Fund Pro Rata Percentages, together with the name, address and, if available, email address for each such Shareholder; and (iv) the Total Consideration received by this Section 4each Equityholder after giving effect to the Additional Payments covered by such Additional Payout Spreadsheet. (b) As a result The Exchange Agent shall pay to each Equityholder such Equityholder’s respective portion of the uncertainty such Additional Payment as set forth in the application Additional Payout Spreadsheet; provided, that any Shareholder that is not an accredited investor shall only be entitled to receive the Cash Consideration. (c) For purposes of Section 4999 illustration only, Annex D contains an exemplar of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingAdditional Payout Spreadsheet.

Additional Payments. (a) If allIn the event that the Executive becomes entitled to the payments under Section 8 hereof or Section 4 of the Executive Severance Agreement entered into between the Company and the Executive as of February 3, or 1999 (the "Executive Severance Agreement"), if any portion, of the payments or other benefits provided under any section received or to be received by the Executive in connection with the transactions contemplated by the Stock Purchase Agreement (whether pursuant to the terms of this Agreement, either alone Agreement or together with any other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreementagreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (collectively all such payments and benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") would constitute an excess will be subject to the excise tax (the "parachute payment" within the meaning of Section 280G Excise Tax") imposed under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and would result in ), the imposition on you of an excise tax under Section 4999 of Company shall pay to the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive Executive an additional payment amount (a the "Gross-Up Payment") in cash, in an amount such that the net amount retained by the Executive, after you pay all taxes including, without limitation, (i) deduction of any income taxes (Excise Tax on the Total Payments and any interest federal, state and penalties imposed with respect thereto) local income and (ii) any employment taxes and Excise Tax, imposed Tax upon the Gross-Up Payment, you shall be equal to the Total Payments. (b) For purposes of determining whether any of the Total Payments will retain an be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the base amount (within the meaning of section 280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment equal is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, within five (5) business days following the time that the amount of such reduction in the Excise Tax is finally determined, the portion of the Gross -Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed upon on the Payments. Unless you Gross-Up Payment being repaid by the Executive, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Company otherwise agree in writingExecutive's taxable income and wages for purposes of federal, any determination required under this Section 4state and local income and employment taxes, including without limitation, plus interest on the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval such repayment at 120% of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 rate provided in section 1274(b)(2)(B) of the Code. You and In the Company shall furnish event that the Excise Tax is determined to exceed the Accountants such information and documents as amount taken into account hereunder in calculating the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs Gross-Up Payment (including by reason of any payment the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result existence or amount of the uncertainty in the application of Section 4999 of the Code which cannot be determined at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by Payment), the Company should have been made (shall make an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) additional Gross-Up Payments Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) within five (5) business days following the time that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred such excess is finally determined. The Executive and any such Underpayment shall be promptly paid by the Company to shall each reasonably cooperate with the other in connection with any administrative or for your benefit. In judicial proceedings concerning the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the existence or amount of the Overpayment, plus any interest actually paid to you liability for Excise Tax with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingTotal Payments.

Additional Payments. Whenever any Borrower is obliged to make a deduction in respect of tax from any payment under any Loan Document (aincluding without limitation any tax levied or imposed by a governmental authority of or within the Commonwealth of Australia which is required to be withheld or deducted from any payment of interest to the Bank): (1) it shall promptly pay the amount deducted to the appropriate governmental authority; (2) within 30 days of the end of the month in which the deduction is made, it shall deliver to the Bank official receipts or other evidence of payment acceptable to the Bank; and (3) unless the tax is a tax imposed on the overall net income or net assets of the Bank by the United States of America or any political subdivision thereof or by any jurisdiction in which the Bank's applicable lending office is located or in which it is taxable solely on account of some connection other than the execution, delivery or performance of this Agreement or the receipt of income hereunder, it shall pay the Bank on the due date of the payment any additional amounts necessary (as determined by the Bank) to ensure that the Bank receives when due a net amount (after payment of any taxes in respect of those additional amounts) in the relevant currency equal to the full amount which it would have received had a deduction not been made. It shall, on demand, indemnify the Bank against the tax and any amounts recoverable from the Bank in respect of the tax. (4) The demand for additional payments under the preceding subsection (c) shall be accompanied by a certificate as to the amount of such additional payment required by the Bank which shall be conclusive absent manifest error. If allthe Bank is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any of the Borrowers are located, or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits treaty to which you are entitled such jurisdiction is a party, with respect to payments under this Agreement, you and the Borrowers so advise the Bank and the Borrowers deliver to the Bank an opinion of tax counsel or a letter of advice from an internationally recognized accounting firm acceptable to the Bank and its counsel as to the basis therefor which is acceptable to the Bank in form and substance, the Bank shall deliver to the Borrowers, at the time or times prescribed by applicable law or as reasonably requested by the Borrowers such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. If the Bank shall become aware that it is entitled to receive an additional payment (claim a "Gross-Up Payment") refund from any taxing authority in cash, in an amount such that after you pay all respect of any taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Taxto which the Borrower has paid increased amounts pursuant to this Section 2.8, imposed upon the Gross-Up Payment, you will retain an amount Bank shall notify the Borrower of the Gross-Up Payment equal availability of such refund claim and shall exercise reasonable efforts to make the appropriate claim to the Excise Tax imposed upon relevant government authority for such a refund. If the PaymentsBank receives a refund with respect to which the Borrower has paid increased amounts pursuant to this Section 2.8, it shall with reasonable promptness pay over such refund to the Borrower, net of all reasonable Bank Expenses incurred in connection therewith not previously paid by the Borrowers. Unless you and The Borrowers agree that the Company otherwise agree in writing, any determination required obligations of the Bank under this Section 4, including without limitation, the amount of payments under this Article 6 clause (the "Parachute Gross-up"d) shall be computed and made in writing expressly conditioned upon the Borrowers' agreement to pay all reasonable Bank Expenses incurred by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur Bank in connection with any calculations contemplated by this Section 4. (b) As a result or relating to the Bank's discharge of the uncertainty in foregoing obligations. To the application of Section 4999 extent permitted under applicable law, the Borrowers waive any statutory right to recover from the Bank any amount paid under this paragraph. The obligations of the Code at Borrower under this clause survive the time repayment of the initial determination by Obligations and the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess termination of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingthis Agreement.

Additional Payments. (a) If all, 8.6.1 Payments under this Agreement or any portionother arrangement of GLG covering the Employee (including, without limitation, vesting of awards under GLG’s equity incentive plans) shall be made without regard to whether the deductibility of such payments (or any other benefits provided under any section of this Agreement, either alone or together with other payments and benefits “parachute payments,” as that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of term is defined in Section 280G of the Internal Revenue Code (“Section 280G”), to or for the benefit of 1986, as amended the Employee) would be limited or precluded by Section 280G and without regard to whether such payments (or any other parachute payments) would subject the "Code") and would result in Employee to the imposition on you of an federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code, Internal Revenue Code (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "“Excise Tax"”). 8.6.2 The Employee shall be entitled to receive a payment (the “Gross-Up Payment”) thenwhich shall be an amount equal to the sum of (a) the Excise Tax imposed on any parachute payment, in addition to any other benefits to which you are entitled whether or not such parachute payment is payable under this Agreement, you will be entitled and (b) the amount necessary to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all additional taxes including, without limitation, imposed on (ior economically borne by) any income taxes the Employee (and any interest and penalties imposed with respect thereto) and (ii) any including the Excise Tax, imposed upon federal, state, local, and foreign income and employment taxes, and all applicable withholding taxes) and reimburse the Employee for expenses due to a tax audit or litigation, in each case attributable to the receipt of “parachute payments” and the Gross-Up Payment, you will retain an amount . 8.6.3 The initial determination of the Gross-Up Payment equal shall be made at GLG’s expense by GLG’s independent auditors or by such other certified public accounting firm as the Board may designate prior to a Change of Control (the “Accountants”) and a copy of such initial determination (and any underlying calculations) will be provided to the Excise Tax imposed Employee forthwith upon the Payments. Unless you and the Company otherwise agree in writingcompletion of such initial determination; provided that, any determination required under this Section 4, including without limitationprior to completing such initial determination, the amount Employee will be provided with a written draft of payments under this Article 6 such determination (which he may share with his legal and tax advisors) and a period of thirty (30) days during which the "Parachute Employee (and his advisors) may submit comments to the Accountants regarding such draft determination. 8.6.4 The Gross-up") Up Payment shall be computed and made in writing by to the Employer's then independent public accountants (the "Accountants"), whose determination shall beEmployee, subject to clause 8.9, at the same time the amounts under clause 8.5 are paid to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4or, the Accountants may rely on reasonableif later, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. within five (b5) As a result of the uncertainty in the application of Section 4999 of the Code at the time of business days following the initial determination by the Accountants hereunder, it is possible that (i) the Gross-Up Payments which will not have been made Payment is due. 8.6.5 In the event that the Excise Tax is subsequently determined by the Company should have been made (an "Underpayment"), consistent with Accountants or the calculations required Internal Revenue Service to be made less than the amount taken into account hereunder or that (ii) at the time the Gross-Up Payments Payment is made, the Employee shall repay to GLG, at the time that have been made will be determined to have been the amount of such reduction in excess the Excise Tax is finally determined, the portion of the Gross-Up Payments actually Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, state, and local income and employment tax imposed on the portion of the Gross-Up Payment being repaid by the Employee if such repayment results in a reduction in the Excise Tax or a federal, state, and local income or employment tax deduction). Notwithstanding the foregoing, in the event that any portion of the Gross-Up Payment to be refunded to GLG has been paid to any federal, state, local, or foreign tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has been made to the Employee, and interest payable to GLG shall not exceed the interest received or credited to the Employee by such tax authority for the period it held such portion, provided that the Employee’s obligation to repay shall be net of any federal, state, local, or foreign income or employment taxes imposed on the Employee on receipt of such refund or credit. The Employee and GLG shall cooperate in good faith in determining the course of action to be pursued (and the method of allocating the expense thereof) if the Employee’s claim for a refund or credit is denied. However, if agreement cannot be reached, GLG shall decide the appropriate course of action to pursue, provided that the action does not adversely impact any issues the Employee may have with respect to his tax return, other than the Excise Tax. 8.6.6 In the event that the Excise Tax is subsequently determined by the Accountants or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), GLG shall make an "Overpayment"additional Gross-Up Payment to or for the benefit of the Employee in respect of such excess at the time that the amount of such excess is finally determined. 8.6.7 In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Employee shall permit GLG to control issues related to the Excise Tax (at GLG’s expense), provided that such issues do not potentially materially adversely affect the Employee. In the event that you issues are required to make a payment of any Excise Taxinterrelated, the Accountants Employee and GLG shall determine the amount in good faith cooperate so as not to jeopardize resolution of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefiteither issue. In the event that it is finally determined that an Overpayment has occurredof any conference with any taxing authority as to the Excise Tax or associated income taxes, you will promptlythe Employee shall permit the representative of GLG to accompany the Employee, and the Employee and the Employee’s representative shall cooperate with GLG and its representative. 8.6.8 GLG and the Employee shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax. 8.6.9 Notwithstanding anything in this clause 8.6 to the contrary, to satisfy the express requirements under Section 409A of the Internal Revenue Code (“Section 409A”), and without in any way limiting the obligation of GLG to make payments in accordance with the prior paragraphs of this clause 8.6, the parties hereto agree that (I) in no event within 30 days of such determination, refund the amount of the Overpayment, plus will any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up PaymentPayment or any underpayment be made to the Employee later than the end of the calendar year immediately following the calendar year in which the Employee remits the related taxes to the applicable government authority, provided and (II) in no event will the reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability be made to the Employee later than the end of the calendar year immediately following the calendar year in which the taxes that are the Company shall promptly reimburse you for all expensessubject of the audit or litigation are remitted to the applicable government authority or, including counsel and accounting fees, incurred in connection with any where as a result of such proceeding. Alternativelyaudit or litigation no taxes are remitted, the Company may undertake any such proceeding, end of the calendar year immediately following the calendar year in which the audit is completed or there is a final and you shall cooperate with non-appealable settlement or other resolution of the Company in any such proceedinglitigation.

Additional Payments. (a) If allAnything in this Agreement to the contrary notwithstanding, in the event it shall be determined (as hereafter provided) that any payment or distribution to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement (including without limitation any restricted stock or stock option agreement), or any portionsimilar right (a "Payment"), of would be subject to the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended 1986 (or any successor provision thereto) (the "Code") and would result in the imposition on you of an ), or any interest or penalties with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter hereafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you will then the Executive shall be entitled to receive an additional payment or payments (a "Gross-Up Payment") in cash, in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result In the event that, after giving effect to any redeterminations described in subsection (c) of this Section 17, the aggregate Payments do not equal or exceed 120% of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunderSafe Harbor Amount (as defined below), it is possible that (i) then no Gross-Up Payment shall be payable to the Executive and the aggregate amount of Payments which will not have been made by payable to the Company should have been made (an Executive shall be reduced to the Safe Harbor Amount. "Underpayment"), consistent with Safe Harbor Amount" means the calculations required to be made hereunder or that (ii) Grossgreatest pre-Up tax amount of Payments that have been made will could be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect the Executive without causing the Executive to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of become liable for any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingtherewith.

Additional Payments. (a1) If allAnything in this Agreement to the contrary notwithstanding, in the event it shall be determined (as hereafter provided) that any payment or distribution to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement (including without limitation any stock option plan), or any portionsimilar right (a "PAYMENT"), of would be subject to the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 19861986 (or any successor provision thereto), as amended (the "Code") and would result in the imposition on you of an or any interest or penalties with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter hereafter collectively referred to as the "Excise TaxEXCISE TAX") then), in addition to any other benefits to which you are entitled under this Agreement, you will then the Executive shall be entitled to receive an additional payment or payments (a "GrossGROSS-Up PaymentUP PAYMENT") in cash, in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the lesser of (A) the Excise Tax imposed upon the Payments. Unless you and Payments or (B) the Company otherwise agree in writing, any determination required Excise Tax that would be imposed upon all payments or benefits provided under this Section 4, Agreement (including without limitation, the amount of any stock option agreement) if such payments under this Article 6 or benefits (the but only such payments or benefits) constituted in their entirety "Parachute Gross-up") shall be computed and made excess parachute payments" as such term is defined in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section section 280G and 4999 of the CodeInternal Revenue Code of 1986 (or any successor provisions thereto). (2) Subject to the provisions of Section 11(b)(5), all determinations required to be made under this Section 11(b), including whether an Excise Tax is payable by the Executive, the amount of such Excise Tax, whether a Gross-Up Payment is required, and the amount of such Gross-Up Payment, shall be made by a nationally-recognized legal or accounting firm (the "FIRM") selected by the Executive in the Executive's sole discretion. You The Executive agrees to direct the Firm to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as practicable. If the Firm determines that any Excise Tax is payable by the Executive and that a Gross-Up Payment is required, the Company shall pay the Executive the required Gross-Up Payment within ten business days after receipt of such determination and calculations. If the Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. Any determination by the Firm as to the Accountants such information amount of the Gross-Up Payment shall be binding upon the Executive and documents as the Accountants may reasonably request in order to make a determination under this Section 4Company. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code of 1986 (or any successor provision thereto) at the time of the initial determination by the Accountants Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "OverpaymentUNDERPAYMENT"). In the event that you are the Company exhausts its remedies pursuant to Section 11(b)(5) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall Executive may direct the Firm to determine the amount of the Underpayment (if any) that has occurred and any to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as possible. Any such Underpayment shall be promptly paid by the Company to the Executive, or for your the Executive's benefit. In , within ten business days after receipt of such determination and calculations. (3) The Executive and the event that it is finally determined that an Overpayment has occurredCompany shall each provide the Firm access to and copies of any books, you will promptlyrecords and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in any event within 30 days of such determination, refund connection with the amount preparation and issuance of the Overpayment, plus any interest actually paid to you determination contemplated by Section 11(b)(2) hereof. (4) The fees and expenses of the Firm for its services in connection with respect to the Overpayment, to determinations and calculations contemplated by Section 11(b)(2) hereof shall be borne by the Company. The If such fees and expenses are initially paid by the Executive, the Company shall have reimburse the right with respect Executive the full amount of such fees and expenses within ten business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (5) The Executive agrees to notify the determination of either an Underpayment or an Overpayment to you to appeal the assertion Company in writing of any Underpayment or to claimclaim by the Internal Revenue Service that, and ▇▇▇ forif successful, would require the payment by the Company of a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that . Such notification shall be given as promptly as practicable but no later than 10 business days after the Executive actually receives notice of such claim. The Executive agrees to further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Executive). The Executive agrees not to pay such claim prior to the earlier of (a) the expiration of the 30-calendar-day period following the date on which the Executive gives such notice to the Company and (b) the date that any payment with respect to such claim is due. If the Company notifies the Executive in writing at least five business days prior to the expiration of such period that it desires to contest such claim, the Executive agrees to: a) provide the Company with any written records or documents in the Executive's possession relating to such claim reasonably requested by the Company; b) Company shall promptly reimburse you for all expensesreasonably request in writing from time to time, including counsel without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and accounting fees, incurred in connection with any such proceeding. Alternatively, reasonably selected by the Company may undertake any such proceeding, and you shall Company; c) cooperate with the Company in good faith in order to effectively contest such claim; and d) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, from and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 11(b)(5), the Company shall control all proceedings taken in connection with the contest of any claim contemplated by this Section 11(b)(5) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and sue for a refund or contest the cla▇▇ in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay the tax claimed and sue for a refund, the Company sha▇▇ advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of any such proceedingcontested claim shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (6) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, the Executive receives any refund with respect to such claim, the Executive agrees (subject to the Company's complying with the requirements of Section 11(b)(5) hereof) to promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Section 11(b).

Additional Payments. (a1) If allAnything in this Agreement to the contrary notwithstanding, in the event it shall be determined (as hereafter provided) that any payment or distribution to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement (including without limitation any stock option plan), or any portionsimilar right (a "Payment"), of would be subject to the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 19861986 (or any successor provision thereto), as amended (the "Code") and would result in the imposition on you of an or any interest or penalties with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter hereafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you will then the Executive shall be entitled to receive an additional payment or payments (a "Gross-Up Payment") in cash, in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the lesser of (A) the Excise Tax imposed upon the Payments. Unless you and Payments or (B) the Company otherwise agree in writing, any determination required Excise Tax that would be imposed upon all payments or benefits provided under this Section 4, Agreement (including without limitation, the amount of any stock option agreement) if such payments under this Article 6 or benefits (the but only such payments or benefits) constituted in their entirety "Parachute Gross-up") shall be computed and made excess parachute payments" as such term is defined in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section section 280G and 4999 of the CodeInternal Revenue Code of 1986 (or any successor provisions thereto). (2) Subject to the provisions of Section 11(b) (5), all determinations required to be made under this Section 11(b), including whether an Excise Tax is payable by the Executive, the amount of such Excise Tax, whether a Gross-Up Payment is required, and the amount of such Gross-Up Payment, shall be made by a nationally-recognized legal or accounting firm (the "Firm") selected by the Executive in the Executive's sole discretion. You The Executive agrees to direct the Firm to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as practicable. If the Firm determines that any Excise Tax is payable by the Executive and that a Gross-Up Payment is required, the Company shall pay the Executive the required Gross-Up Payment within ten (10) business days after receipt of such determination and calculations. If the Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. Any determination by the Firm as to the Accountants such information amount of the Gross-Up Payment shall be binding upon the Executive and documents as the Accountants may reasonably request in order to make a determination under this Section 4Company. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code of 1986 (or any successor provision thereto) at the time of the initial determination by the Accountants Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are the Company exhausts its remedies pursuant to Section 11(b)(5) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall Executive may direct the Firm to determine the amount of the Underpayment (if any) that has occurred and any to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as possible. Any such Underpayment shall be promptly paid by the Company to the Executive, or for your the Executive's benefit. In , within ten (10) business days after receipt of such determination and calculations. (3) The Executive and the event that it is finally determined that an Overpayment has occurredCompany shall each provide the Firm access to and copies of any books, you will promptlyrecords and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in any event within 30 days of such determination, refund connection with the amount preparation and issuance of the Overpayment, plus any interest actually paid to you determination contemplated by Section 11(b)(2) hereof. (4) The fees and expenses of the Firm for its services in connection with respect to the Overpayment, to determinations and calculations contemplated by Section 11(b)(2) hereof shall be borne by the Company. The If such fees and expenses are initially paid by the Executive, the Company shall have reimburse the right with respect Executive the full amount of such fees and expenses within ten (10) business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (5) The Executive agrees to notify the determination of either an Underpayment or an Overpayment to you to appeal the assertion Company in writing of any Underpayment or to claimclaim by the Internal Revenue Service that, and ▇▇▇ forif successful, would require the payment by the Company of a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment. Such notification shall be given as promptly as practicable but no later than ten (10) business days after the Executive actually receives notice of such claim. The Executive agrees to further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, provided to the extent known by the Executive). The Executive agrees not to pay such claim prior to the earlier of (a) the expiration of the thirty (30) calendar-day period following the date on which the Executive gives such notice to the Company and (b) the date that any payment with respect to such claim is due. If the Company notifies the Executive in writing at least five (5) business days prior to the expiration of such period that it desires to contest such claim, the Executive agrees to: a) provide the Company with any written records or documents in the Executive's possession relating to such claim as the Company shall promptly reimburse you for all expensesreasonably request in writing from time to time, including counsel without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and accounting fees, incurred in connection with any such proceeding. Alternatively, reasonably selected by the Company may undertake any such proceeding, and you shall Company; b) cooperate with the Company in good faith in order to effectively contest such claim; and c) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, from and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 11(b)(5), the Company shall control all proceedings taken in connection with the contest of any claim contemplated by this Section 11(b)(5) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay the tax claimed and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of any such proceedingcontested claim shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (6) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, the Executive receives any refund with respect to such claim, the Executive agrees (subject to the Company's complying with the requirements of Section 11(b)(5) hereof) to promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Section 11(b).

Additional Payments. (a) If allAnything in this Agreement to the contrary notwithstanding, in the event it is determined (as hereinafter provided) that any payment or any portiondistribution to or for the benefit of Mast▇▇▇▇▇▇, of ▇▇ether paid or payable or distributed or distributable pursuant to the payments or other benefits provided under any section terms of this AgreementAgreement or otherwise pursuant to or by reason of any other agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliatespolicy, (whether or not under an existing plan, program or arrangement or other agreement) similar right (collectively any such payment or distribution, a "Payment"), would be subject to the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the CodeCode (or any successor provision thereto), or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you will then Mast▇▇▇▇▇▇ ▇▇▇ll be entitled to receive an additional payment or payments (a "Gross-Up Payment") in cash, in an amount such that that, after you pay payment by Mast▇▇▇▇▇▇ ▇▇ all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) including any Excise Tax, ) imposed upon the Gross-Up Payment, you will retain Mast▇▇▇▇▇▇ ▇▇▇ains (or has withheld and credited on his behalf for tax purposes) an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of Subject to the uncertainty in the application provisions of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder12(e) hereof, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations all determinations required to be made hereunder or that under this Section 12 (ii) including whether an Excise Tax is payable by Mast▇▇▇▇▇▇, ▇▇e amount of such Excise Tax, whether a Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise TaxPayment is required, the Accountants shall determine and the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment), provided shall be made by a nationally recognized legal or accounting firm (the "Firm") selected by Mast▇▇▇▇▇▇ ▇▇ his sole discretion. Mast▇▇▇▇▇▇ ▇▇▇ees to direct the Firm to submit its determination and detailed supporting calculations to both Mast▇▇▇▇▇▇ and the Trust within 15 calendar days after the Date of Termination, if applicable, or such earlier time or times as may be requested by Mast▇▇▇▇▇▇ ▇▇ the Trust. If the Firm determines that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. AlternativelyExcise Tax is payable by Mast▇▇▇▇▇▇ ▇▇▇ that a Gross-Up Payment is required, the Company may undertake any Trust shall pay Mast▇▇▇▇▇▇ ▇▇▇ required Gross-Up Payment within five business days after receipt of such proceeding, and you shall cooperate with the Company in any such proceeding.determination and

Additional Payments. (ai) If allNotwithstanding anything in this Agreement to the contrary, in the event it is determined (as hereafter provided) that any payment or any portion, distribution by the Company to or for the benefit of the payments Executive, whether paid or other benefits provided under any section payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise pursuant to or by reason of any other agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliatespolicy, (whether or not under an existing plan, arrangement program or other agreement) arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares of similar right, the lapse or termination of any restriction on or the vesting or exercise ability of any of the foregoing (collectively any such payment or distribution, a "Payment"), would be subject to the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code code of 1986, as amended (the "Code") and would result (or any successor provision thereto),by reason of being considered "contingent on a change in the imposition on you of an excise tax under Section 4999 ownership or control" of the CodeCompany, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such excise taxtax or taxes, together with any such interest and penalties related theretopenalties, are hereinafter being hereafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you then the Executive will be entitled to receive an additional payment (or payments(collectively, a "Gross-Up Payment"); PROVIDED, HOWEVER, that no Gross-up Payment will be made with respect to the Excise Tax, if any, attributable to (A) any incentive share option ("ISO") granted prior to the execution of this Agreement or (B) any share appreciation or similar right, whether or not limited, granted in cash, tandem with any ISO described in clause (A) of this sentence. The Gross-Up Payment will be in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, Tax imposed upon the Gross-Up Payment, you the Executive will retain have received an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and Payment. (ii) Subject to the Company otherwise agree in writingprovisions of Section 8(d)(vi), any determination all determinations required to be made under this Section 48(e), including without limitation, whether an Excise Tax is payable by the Executive and the amount of payments under this Article 6 such Excise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Executive and the amount of such Gross-Up Payment, if any, will be made by a nationally recognized accounting firm (the "Parachute Accounting Firm") selected by the Executive in the Executive's sole discretion. The Executive will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and the Executive within 30 calendar days after the Executive's termination date, and any such other time or times as may be requested by the Company of the Executive. If the Accounting Firm determines that any Excise Tax is payable by the Executive, the Company will pay the required Gross-up") shall be computed Up Payment to the Executive within five business days after receipt of such determination and made in writing calculations with respect to any Payment to the Executive. If the Accounting firm determines that no Excise Tax is payable by the Employer's then independent public accountants (Executive, it will, at the "Accountants")same time as it makes such determination, whose determination shall be, subject to furnish the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee Company and the Employer for all purposesExecutive an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal, state or local income or other tax return. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of the initial any determination by the Accountants Accounting Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment")hereunder. In the event that you are the Company exhausts or fails to pursue its remedies pursuant to Section 8(d)(vi) and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall Executive will direct the Accounting Firm to determine the amount of the Underpayment that has occurred and any to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment shall will be promptly paid by the Company to to, or for your benefit. In the event that it is finally determined that an Overpayment has occurredbenefit of, you the Executive within five business days after receipt of such determination and calculations. (iii) The Company and the Executive will promptlyeach provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in any event within 30 days connection with the preparation of such determination, refund and issuance of the determinations and calculations contemplated by Section 8(d)(ii). Any determination by the Accounting Firm as to the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that Payment will be binding upon the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingExecutive.

Additional Payments. Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Employee (a) If all, whether paid or any portion, of payable or distributed or distributable pursuant to the payments or other benefits provided under any section terms of this AgreementAgreement or otherwise, either alone or together with other but determined without regard to any additional payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not required under an existing plan, arrangement or other agreementthis Section 11) (collectively the a "PaymentsPayment") would constitute an excess "parachute payment" within be subject to the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you will then Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and Notwithstanding the Company otherwise agree in writing, any determination required under foregoing provisions of this Section 411.1, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") if it shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid Employee is entitled to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided but that the Company Payments do not exceed 110% of the greatest amount (the "Reduced Amount") that could be paid to Employee such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall promptly reimburse you for all expensesbe made to Employee and the Payments, including counsel and accounting feesin the aggregate, incurred in connection with any such proceeding. Alternatively, shall be reduced to the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingReduced Amount.

Additional Payments. A. Tenant shall pay as Additional Payments during the Term hereof, without notice (aexcept as specifically provided) If alland without abatement, deduction or setoff (except as specifically allowed in this Lease), before any fine, penalty, interest, or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, all sums, impositions, costs, expenses and other payments assessed by a governmental or quasi governmental authority against the Premises and all taxes (including personal property taxes and taxes on rents, leases or occupancy, if any, and government property improvement lease excise tax, assessments, special assessments, enhanced municipal services district assessments, water and sewer rents, rates and charges, excises, levies, licenses, and permit fees, in each case, assessed by a governmental or quasi governmental authority against the Premises), any expenses for which Tenant is required to reimburse Landlord pursuant to the terms of this Lease, including the Administrative Fee provided for herein, and other governmental or quasi-governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever that, at any time during the Term hereof may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or with respect to, or become a lien on, the Premises and are assessed by a governmental or quasi governmental authority against the Premises or any part thereof, or any portionappurtenances thereto, any use or occupation of the payments Premises, or other benefits provided under such franchises as may be appurtenant to the use of the Premises (all of which are sometimes herein referred to collectively as “Impositions” and individually as “Imposition”) provided, however, that if, by law, any section Imposition may at the option of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, Tenant be paid in installments (whether or not under an existing planinterest shall accrue on the unpaid balance of such Imposition), arrangement or other agreement) (collectively Tenant may exercise the "Payments") would constitute an excess "parachute payment" within option to pay the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes same (and any accrued interest and penalties imposed with respect on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term hereof before any fine, penalty, further interest or cost may be added thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result B. Notwithstanding anything else in this Lease, in lieu of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred property taxes and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you government property lease excise taxes with respect to the OverpaymentProperty, within forty-five (45) days of the end of each calendar quarter occurring during the Term, Tenant shall pay Landlord an amount equal to four percent (4%) of Operating Cash Flow (defined below) received by Tenant from the CompanyProperty. Operating Cash Flow shall be determined on a cash basis in accordance with accounting standards currently used by The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇▇▇ forCompany, L.C. and applied on a refund consistent basis. Because the use of any Excise Tax paid by you upon any Payment or Gross-Up Paymentcash basis accounting may cause distortions, provided that certain adjustments may be made including but not limited to the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company following: (x) Tenant may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.establish and

Additional Payments. (a) If allIn the event that the Executive becomes entitled to the payments under Section 8 hereof or Section 4 of the Executive Severance Agreement entered into between the Company and the Executive as of February 3, or 1999 (the "Executive Severance Agreement"), if any portion, of the payments or other benefits provided under any section received or to be received by the Executive in connection with the transactions contemplated by the Stock Purchase Agreement (whether pursuant to the terms of this Agreement, either alone Agreement or together with any other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreementagreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (collectively all such payments and benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") would constitute an excess will be subject to the excise tax (the "parachute payment" within the meaning of Section 280G Excise Tax") imposed under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and would result in ), the imposition on you of an excise tax under Section 4999 of Company shall pay to the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive Executive an additional payment amount (a the "Gross-Up Payment") in cash, in an amount such that the net amount retained by the Executive, after you pay all taxes including, without limitation, (i) deduction of any income taxes (Excise Tax on the Total Payments and any interest federal, state and penalties imposed with respect thereto) local income and (ii) any employment taxes and Excise Tax, imposed Tax upon the Gross-Up Payment, you shall be equal to the Total Payments. (b) For purposes of determining whether any of the Total Payments will retain an be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the base amount (within the meaning of section 280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment equal is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, within five (5) business days following the time that the amount of such reduction in the Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed upon on the Payments. Unless you Gross-Up Payment being repaid by the Executive, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Company otherwise agree in writingExecutive's taxable income and wages for purposes of federal, any determination required under this Section 4state and local income and employment taxes, including without limitation, plus interest on the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval such repayment at 120% of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 rate provided in section 1274(b)(2)(B) of the Code. You and In the Company shall furnish event that the Excise Tax is determined to exceed the Accountants such information and documents as amount taken into account hereunder in calculating the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs Gross-Up Payment (including by reason of any payment the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result existence or amount of the uncertainty in the application of Section 4999 of the Code which cannot be determined at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by Payment), the Company should have been made (shall make an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) additional Gross-Up Payments Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) within five (5) business days following the time that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred such excess is finally determined. The Executive and any such Underpayment shall be promptly paid by the Company to shall each reasonably cooperate with the other in connection with any administrative or for your benefit. In judicial proceedings concerning the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the existence or amount of the Overpayment, plus any interest actually paid to you liability for Excise Tax with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingTotal Payments.

Additional Payments. (a) If allAnything in this Agreement to the contrary notwithstanding, in the event it shall be determined that the Employee shall become entitled to payments and/or benefits provided by this Agreement or any portion, other amounts in the “nature of compensation” (whether pursuant to the payments or other benefits provided under any section terms of this Agreement, either alone Agreement or together with any other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreementagreement with the Company or any affiliate, any person whose actions result in a change of ownership or effective control of the Company covered by Section 280G(b )(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control of the Company (collectively the "Payments"a “Payment”) would constitute an excess "parachute payment" within be subject to the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "“Excise Tax") then”), in addition to any other benefits to which you are entitled under this Agreement, you will then the Employee shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in cash, in an amount such that after you pay payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination . (a) All determinations required to be made under this Section 4paragraph 6, including without limitation, whether and when a Gross-Up Payment is required and the amount of payments under this Article 6 such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally or regionally recognized accounting firm (the "Parachute “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the Company. The Accounting Firm shall be jointly selected by the Company and the Employee and shall not, during the two years preceding the date of its selection, have acted in any way on behalf of the Company or its affiliated companies. All fees and expenses of the Accounting ▇▇▇▇ shall be borne solely by the Company. Any Gross-up") Up Payment, as determined pursuant to this Section 28, shall be computed and made in writing paid by the Employer's then independent public accountants Company to the Employee within five (5) days of the "Accountants"receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written opinion, based upon “substantial authority” (within the meaning of Section 6230 of the Code), whose determination shall be, subject that failure to report the Excise Tax on the Employee's reasonable approval ’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the calculations required under this Article 6, conclusive and Accounting Firm shall be binding upon the Employee Company and the Employer for all purposesEmployee, absent manifest error. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants Accounting Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "“Underpayment"”), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment")hereunder. In the event that you are Employee thereafter is required to make a payment of any Excise Tax, the Accountants Accounting Firm shall determine the amount of the Underpayment that has has. occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount benefit of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingEmployee.

Additional Payments. Except as expressly set forth in this Lease or the Development Agreement, Tenant shall pay as “Additional Payments” during the Term hereof, without notice and without abatement, deduction or setoff, before any fine, penalty, interest, or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, all sums required by Subsections A, B and C of this Section 3.4 and any impositions, costs, expenses and other payments and all taxes (a) If allincluding personal property taxes and taxes on rents, leases or occupancy, if any, and government property improvement lease excise tax), assessments, special assessments, enhanced municipal services district assessments, water and sewer rents, rates and charges, charges for public utilities, excises, levies, licenses, and permit fees, any expenses incurred by Landlord on behalf of Tenant pursuant to the terms of this Lease, including other governmental or quasi-governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which, at any time during the Term hereof may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or with respect to, or become a lien on, the Premises or any part thereof, or any portionappurtenances thereto, any use or occupation of the payments Premises, or other benefits provided under such franchises as may be appurtenant to the use of the Premises (all of which are sometimes herein referred to collectively as “Impositions” and individually as “Imposition”) provided, however, that: A. if, by law, any section Imposition may at the option of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, Tenant be paid in installments (whether or not under an existing planinterest shall accrue on the unpaid balance of such Imposition), arrangement Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments as they become due during the Term hereof before any fine, penalty, further interest or other agreementcost may be added thereto; and B. any Imposition (including Impositions which have been converted into installment payments by Tenant, as referred to in paragraph (A) of this Section) relating to a fiscal period of the taxing authority, a part of which period is included within the Term hereof and a part of which is included in the period of time after the expiration of the Term hereof shall (collectively whether or not such Imposition shall be assessed, levied, confirmed, imposed upon or become a lien upon the "Payments"Premises, or shall become payable, during the Term hereof) would constitute an excess "parachute payment" within be adjusted between Landlord and Tenant as of the expiration of the Term hereof, so that Tenant shall pay that portion of such Imposition attributable to the tenancy period and Landlord shall pay the remainder thereof. C. In addition to the foregoing, on a semi-annual basis, concurrently with the payment of Net Rent, Tenant shall pay to Landlord the Purchase Price Prepayment Amount, to the extent applicable. The Purchase Price Prepayment Amount is and shall be included in the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Additional Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.

Additional Payments. (a) If all, or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from it is determined by a nationally recognized United States public accounting firm selected by the Company and approved in writing by Executive (the “Auditors”) that any payment or its affiliatesbenefit made or provided to Executive in connection with this Agreement or otherwise (collectively, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments"a “Payment”) would constitute an excess "parachute payment" within be subject to the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the CodeCode (the “Parachute Tax”), (then the Company shall pay to Executive, prior to the time the Parachute Tax is payable with respect to such excise taxPayment, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "“Gross-Up Payment"”) in cash, in an amount such that that, after you pay payment by Executive of all taxes including, without limitation, (iincluding any Parachute Tax) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain Executive retains an amount of the Gross-Up Payment equal to the Excise Parachute Tax imposed upon the PaymentsPayment. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the The amount of payments under this Article 6 (the "Parachute any Gross-up") Up Payment shall be computed and made in writing determined by the Employer's then independent public accountants (the "Accountants"), whose determination shall beAuditors, subject to the Employee's reasonable approval adjustment, as necessary, as a result of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposesany Internal Revenue Service position. For purposes of making the calculations required by this Section 4Agreement, the Accountants Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good good-faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. You and , provided that the Company shall furnish to Auditors' determinations must be made with substantial authority (within the Accountants such information and documents as meaning of Section 6662 of the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Code). (b) As The federal tax returns filed by Executive (and any filing made by a result consolidated tax group which includes the Company) shall be prepared and filed on a basis consistent with the determination of the uncertainty in Auditors with respect to the application of Section 4999 Parachute Tax payable by Executive. Executive shall make proper payment of the Code amount of any Parachute Tax and, at the time request of the initial determination by Company, provide to the Accountants hereunder, it is possible that Company true and correct copies (iwith any amendments) Gross-Up Payments which will not have been made of his federal income tax return as filed with the Internal Revenue Service and such other documents reasonably requested by the Company should have been made (an "Underpayment")evidencing such payment. If, consistent with after the calculations required Company's payment to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess Executive of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise TaxPayment, the Accountants shall Auditors determine in good faith that the amount of the Underpayment that has occurred and any Gross-Up Payment should be reduced or increased, or such Underpayment shall be promptly paid determination is made by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurredInternal Revenue Service, you will promptly, and in any event then within 30 ten business days of such determination, refund Executive shall pay to the Company the amount of any such reduction, or the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have pay to Executive the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion amount of any Underpayment or such increase; provided, however, that in no event shall Executive have any such refund obligation if it is determined by the Company (with its counsel) that to claim, and do so would violate the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ forAct of 2002, as it may be amended from time to time; and provided, further, that if Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by Executive. (c) The fees and expenses of the Auditors (and any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel other legal and accounting fees, ) incurred for services rendered in connection with the Auditors' determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such proceeding. Alternatively, determination shall be paid by the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingCompany.

Additional Payments. (a) If all, Notwithstanding anything in this Agreement or any portionother agreement to the contrary, in the event it is determined that any payments or distributions (including, without limitation, the vesting of an option or other non-cash benefit or property or the forgiveness of any indebtedness) by the Corporation or any affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) thereof or any other person to or for the benefit of the payments Executive, whether paid or other benefits provided under any section payable pursuant to the terms of this Agreement, either alone or together pursuant to any other agreement or arrangement with other payments and benefits that you receive the Corporation or are entitled to receive from the Company or its affiliates, any such affiliate (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") ), would constitute an excess "parachute payment" within be subject to the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the Code, or any successor provision, or any interest or penalties with respect to the excise tax (such the excise tax, together with any interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you then the Executive will be entitled to receive an additional payment from the Corporation (a "Gross-Up Payment") in cash, in an amount such that after you pay payment by the Executive of all taxes (including, without limitation, (i) any income taxes (and any interest and or penalties imposed with respect thereto) to such taxes and (ii) any Excise Tax, ) imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the The amount of payments under this Article 6 (the "Parachute Gross-up") shall Up Payment will be computed and made in writing calculated by the EmployerCorporation's then independent public accountants (the "Accountants")accounting firm, whose determination shall be, subject engaged immediately prior to the Employeeevent that triggered the payment, in consultation with the Corporation's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposesoutside legal counsel. For purposes of making the calculations required by this Section 4Section, the Accountants accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. You and , provided that the Company shall furnish to accounting firm's determinations must be made with substantial authority (within the Accountants such information and documents as meaning of Section 6662 of the Accountants may reasonably request in order to make a determination under this Section 4Code). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made Payment will be determined to have been paid on the Executive's last day of employment or on the occurrence of the event that results in excess the imposition of the Excise Tax, if later. If the precise amount of the Gross-Up Payments actually required (Payment cannot be determined on the date it is to be paid, an "Overpayment"). In amount equal to the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount best estimate of the Underpayment Gross-Up Payment will be made on that has occurred and date and, within 10 days after the precise calculation is obtained, either the Corporation will pay any such Underpayment shall additional amount to the Executive or the Executive will pay any excess amount to the Corporation, as the case may be. If subsequently the Internal Revenue Service (the "IRS") claims that any additional Excise Tax is owing, an additional Gross-Up Payment will be promptly paid by to the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event Executive within 30 days of such determination, refund the amount Executive providing substantiation of the Overpayment, plus any interest actually paid to you with respect claim made by the IRS. After payment to the Overpayment, to Executive of the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with Executive will provide to the Corporation any such proceeding. Alternativelyinformation reasonably requested by the Corporation relating to the Excise Tax, the Company may undertake Executive will take those actions as the Corporation reasonable requests to contest the Excise Tax, cooperate in good faith with the Corporation to effectively contest the Excise Tax and permit the Corporation to participate in any such proceedingproceedings contesting the Excise Tax. The Corporation will bear and pay directly all costs and expenses (including any interest or penalties on the Excise Tax), and you shall cooperate with indemnify and hold the Company in Executive harmless, on an after-tax basis, from all such costs and expenses related to such contest. Should it ultimately be determined that any such proceedingamount of an Excise Tax is not properly owed, the Executive will refund to the Corporation the related amount of the Gross-Up Payment.

Additional Payments. (ai) If allAnything in this Agreement to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any portionacceleration of any payment, of the payments award, benefit or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from distribution) by the Company or its affiliates, any entity which effectuates a change in control (whether or not under an existing plan, arrangement or other agreementchange in ownership) (collectively to or for the "Payments") benefit of Executive would constitute an excess "parachute payment" within be subject to the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "CodeCODE") and would result in the imposition on you of an ("EXCESS PARACHUTE PAYMENTS"), or any interest or penalties are incurred by Executive with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise TaxEXCISE TAX") then), in addition then the Company shall pay to any other benefits to which you are entitled under this Agreement, you will be entitled to receive Executive an additional payment (a "GrossGROSS-Up PaymentUP PAYMENT") in cash, in an amount such equal to that required to result in Executive receiving, after you pay all taxes includingapplication of the Excise Tax, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and a net amount that would have been received hereunder had the Excise Tax not applied. (ii) any Excise TaxSubject to clause (i), imposed upon the Gross-Up Paymentall determinations required to be made under this Section, you will retain an amount of the including whether and when a Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitationis required, the amount of payments under this Article 6 such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the "Parachute Gross-upACCOUNTING FIRM") which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the "DETERMINATION"). All fees and expenses of the Accounting Firm shall be computed and made in writing borne solely by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You Company and the Company shall furnish to enter into any agreement requested by the Accountants such information and documents as Accounting Firm in connection with the Accountants may reasonably request in order to make a determination performance of the services hereunder. The Gross-Up Payment under this Section 4. The Company with respect to any Excess Parachute Payments made to Executive shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4be made no later than 30 days following such Excess Parachute Payment. (biii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunderDetermination, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "UnderpaymentUNDERPAYMENT") or Gross-Up Payments will be made by the Company which should not have been made ("OVERPAYMENT"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment")hereunder. In the event that you are If Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accountants Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for your benefitthe benefit of Executive. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund If the amount of the OverpaymentGross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, plus the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest actually at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to you with respect to or for the Overpaymentbenefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company. The Company shall have the right , with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid reasonable requests by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate contest or disputes with the Company Internal Revenue Service in any such proceedingconnection with the Excise Tax.

Additional Payments. (a) If allIn the event that the Executive becomes entitled to the payments under Section 4 hereof, or if any portion, of the payments or other benefits provided under any section received or to be received by the Executive in connection with the transactions contemplated by the Stock Purchase Agreement or the Executive's termination of employment within 2 years thereof (whether pursuant to the terms of this Agreement, either alone Agreement or together with any other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreementagreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (collectively all such payments and benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") would constitute an excess will be subject to the excise tax (the "parachute payment" within the meaning of Section 280G Excise Tax") imposed under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and would result in ), the imposition on you of an excise tax under Section 4999 of Company shall pay to the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive Executive an additional payment amount (a the "Gross-Up Payment") in cash, in an amount such that the net amount retained by the Executive, after you pay all taxes including, without limitation, (i) deduction of any income taxes (Excise Tax on the Total Payments and any interest federal, state and penalties imposed with respect thereto) local income and (ii) any employment taxes and Excise Tax, imposed Tax upon the Gross-Up Payment, you shall be equal to the Total Payments. (b) For purposes of determining whether any of the Total Payments will retain an be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the base amount (within the meaning of section 280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment equal is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, within five (5) business days following the time that the amount of such reduction in the Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed upon on the Payments. Unless you Gross-Up Payment being repaid by the Executive, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Company otherwise agree in writingExecutive's taxable income and wages for purposes of federal, any determination required under this Section 4state and local income and employment taxes, including without limitation, plus interest on the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval such repayment at 120% of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 rate provided in section 1274(b)(2)(B) of the Code. You and In the Company shall furnish event that the Excise Tax is determined to exceed the Accountants such information and documents as amount taken into account hereunder in calculating the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs Gross-Up Payment (including by reason of any payment the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result existence or amount of the uncertainty in the application of Section 4999 of the Code which cannot be determined at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by Payment), the Company should have been made (shall make an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) additional Gross-Up Payments Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) within five (5) business days following the time that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred such excess is finally determined. The Executive and any such Underpayment shall be promptly paid by the Company to shall each reasonably cooperate with the other in connection with any administrative or for your benefit. In judicial proceedings concerning the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the existence or amount of the Overpayment, plus any interest actually paid to you liability for Excise Tax with respect to the OverpaymentTotal Payments. EXHIBIT C EMPLOYEE OPTION AGREEMENT EMPLOYEE OPTION AGREEMENT, to dated as of the Company. The Company shall have Grant Date, by and between the right with respect to Optionee and Hexcel Corporation (the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding"Corporation").

Additional Payments. (a) If allEntitlement to Gross-up Payment. Notwithstanding anything in this Agreement, the 2000 Equity Award Plan, or any portionother agreement or plan to the contrary, in the event it is determined that any payments or distributions by the Corporation or any affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) thereof or any other person to or for the benefit of the payments Executive, whether paid or other benefits provided under any section payable pursuant to the terms of this Agreement, either alone or together pursuant to any other agreement or arrangement with other payments and benefits that you receive the Corporation or are entitled any such affiliate (“Payments”), would be subject to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the Code, or any successor provision, or any interest or penalties with respect to the excise tax (such the excise tax, together with any interest and penalties related theretopenalties, are hereinafter collectively referred to as the "“Excise Tax"”), then (i) thenIf liability for the Excise Tax can be avoided by reducing the total amount payable to the Executive under Sections 3(a) and (b) by an amount not exceeding 10% of the total thereof (the “Reduction Amount”), in addition the amount payable to any other benefits the Executive pursuant to which you are entitled Section 3(a)(ii) shall be reduced by the Reduction Amount. (ii) If liability for the Excise Tax cannot be avoided by reducing the total amount payable to the Executive by the Reduction Amount, then payment of amounts due the Executive under this Agreement, you will Section 3 shall not be reduced by the Reduction Amount and the Executive shall be entitled to receive an additional payment from the Corporation (a "“Gross-Up Payment"”) in cash, in an amount such that after you pay payment by the Executive of all taxes (including, without limitation, (i) any income taxes (and any interest and or penalties imposed with respect thereto) to such taxes and (ii) any Excise Tax, ) imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Calculation of Gross-up Payment. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the The amount of payments under this Article 6 (the "Parachute Gross-up") shall Up Payment will be computed and made in writing calculated by the Employer's then Corporation’s independent public accountants (the "Accountants")accounting firm, whose determination shall be, subject engaged immediately prior to the Employee's reasonable approval of event that triggered the calculations required under this Article 6payment, conclusive and binding upon in consultation with the Employee and the Employer for all purposesCorporation’s outside legal counsel. For purposes of making the calculations required by this Section 4Section, the Accountants accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection firm’s determinations must be made with any such proceeding. Alternatively, substantial authority (within the Company may undertake any such proceeding, and you shall cooperate with meaning of Section 6662 of the Company in any such proceedingCode).

Additional Payments. (aA) If allGROSS-UP PAYMENT. Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it shall be determined that any amount paid, distributed or any portion, of the payments treated as paid or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from distributed by the Company or any of its affiliates, affiliates to or for Executive's benefit (whether paid or not payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under an existing plan, arrangement or other agreementthis Section 9) (collectively the a "PaymentsPayment") would constitute an excess "parachute payment" within be subject the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an or any interest or penalties are incurred by Executive with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you will then Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay payment by Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination All determinations required to be made under this Section 49, including without limitation, whether and when a Gross-Up Payment is required and the amount of payments under this Article 6 such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm as may be designated by Executive (the "Parachute Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the change in control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne by the Company. Any Gross-up") Up Payment, as determined pursuant to this Section 9, shall be computed and made in writing paid by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject Company to the Employee's reasonable approval Executive within five days of the calculations required under this Article 6, conclusive and receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Employee Company and the Employer for all purposesExecutive. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants Accounting Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment")hereunder. In the event that you are the 8 9 Company exhausts its remedies pursuant to Section 9(B) and Executive thereafter is required to make a payment of any Excise Tax, the Accountants Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your Executive's benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.

Additional Payments. (a) If all, or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together In connection with any interest assignment of rights and penalties related theretoobligations of any Defaulting Lender hereunder, are hereinafter collectively referred to as the "Excise Tax") thenno such assignment shall be effective unless and until, in addition to any the other benefits conditions thereto set forth herein, the parties to which you are entitled under this Agreement, you will be entitled the assignment shall make such additional payments to receive an additional payment (a "Gross-Up Payment") in cash, the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, CHAR1\1806478v11CHAR1\1928004v5 WITH THE CONSENT OF THE BORROWER AND THE ADMINISTRATIVE AGENT, THE APPLICABLE PRO RATA SHARE OF LOANS PREVIOUSLY REQUESTED BUT NOT FUNDED BY THE DEFAULTING LENDER, TO EACH OF WHICH THE APPLICABLE ASSIGNEE AND ASSIGNOR HEREBY IRREVOCABLY CONSENT), TO (A) pay and satisfy in full all payment liabilities then owed by such that after you pay all taxes includingDefaulting Lender to the Administrative Agent, without limitation, (i) any income taxes L/C Issuer or any Lender hereunder (and any interest and penalties imposed with respect theretoaccrued thereon) and (iiB) any Excise Taxacquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment any assignment of rights and obligations of any Excise TaxDefaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this clause (b)(vi), then the Accountants shall determine the amount assignee of the Underpayment that has occurred and any such Underpayment interest shall be promptly paid by the Company deemed to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, be a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you Defaulting Lender for all expenses, including counsel and accounting fees, incurred in connection with any purposes of this Agreement until such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingcompliance occurs.

Additional Payments. If there is a Change in Control (aas defined in paragraph 5(e) If allherein) by April 8, or any portion2003, and the Executive is employed by the Company upon the Change in Control, and, in the sole judgment and discretion of the payments ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ April 8, 2002 Company, the Executive has satisfactorily performed all assigned duties, including using his best efforts to facilitate a Change in Control, the Company shall award the Executive up to fifty-two (52) weeks base pay, minus such deductions as may be required by law or other benefits reasonably requested by the Executive. The payment provided under for in this paragraph 3(g) shall be payable in two equal installments, the first installment of twenty-six (26) weeks shall be paid to the Executive within thirty (30) days following the Change in Control, and the second installment of twenty-six (26) weeks shall be paid to the Executive on the earlier of (i) the six (6) month anniversary of the Change in Control or (ii) upon the termination Without Cause of the Executive's employment by the Company; provided however, that no second installment payment shall be made hereunder in the Executive's employment with the surviving or resulting entity is terminated for any section reason or than by the Company Without Cause. If the Executive's employment hereunder is terminated Without Cause within the two months immediately preceding the Change in Control, the Executive shall be entitled to twenty-six (26) weeks base pay pursuant to this paragraph 3(g), minus such deductions as may be required by law or reasonably requested by the Executive, and any payment to which the Executive my be entitled pursuant to paragraph 6 (c) of this Agreement; provided however, either alone that no payment shall be made hereunder if the Executive's employment is terminated for any reason other than Without Cause or together with if, in the sole judgment and discretion of the Company, The Executive fails to satisfactorily perform all assigned duties, including using his best efforts to facilitate a Change in Control. The Executive acknowledges that the payments provided for in this paragraph 3(g) are in lieu of (and not in addition to) any other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will the Executive might otherwise be entitled due to receive an additional payment (a "Gross-Up Payment") change in cashcontrol, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writingincluding but not limited to, any determination required under this Section 4stay bonuses, including without limitation, the amount severance payments or termination benefits of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject any kind offered to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur employees in connection with any calculations contemplated by a change in control, whether pursuant to a plan, arrangement, policy or otherwise; provided however, that nothing herein shall effect the Executive's right to payment pursuant to paragraph 6 (c) of this Section 4agreement. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.

Additional Payments. The Borrower shall pay the following amounts to the following persons, all as "Additional Payments" under this Loan Agreement: (a) If allTo the Trustee, or any portionwhen due, all reasonable fees and charges for its services rendered under the Indenture, this Loan Agreement and the Borrower Documents, and all reasonable expenses (including without limitation reasonable fees and charges of the payments Paying Agent, the Bond Registrar, counsel, accountant, engineer or other benefits provided person) incurred in the performance of the duties of the Trustee under any section of the Indenture, this AgreementLoan Agreement and the other Borrower Documents, either alone or together with for which the Trustee and other payments and benefits that you receive or persons are entitled to receive from the Company repayment or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.reimbursement; (b) As a result of To the uncertainty in the application of Section 4999 of the Code at the time of the initial determination Issuer, upon demand, its regular administrative and issuance fees and charges, if any, and all expenses (including without limitation attorney's fees) incurred by the Accountants hereunderIssuer in relation to the transactions contemplated by this Loan Agreement and the Indenture, it is possible that which are not otherwise to be paid by the Borrower under this Loan Agreement or the Indenture; (c) To the appropriate Person, all taxes, assessments and charges required to be paid pursuant to Section 5.3 hereof; (d) To the appropriate person, such payments as are required (i) Gross-Up Payments which will not have been made as payment for or reimbursement of any and all reasonable costs, expenses and liabilities incurred by the Company should have been made (an "Underpayment")Issuer, consistent with the calculations required to be made hereunder Credit Enhancer or that (ii) Gross-Up Payments that have been made will be determined to have been the Trustee or any of them in excess satisfaction of any obligations of the Gross-Up Payments actually required (an "Overpayment"). In Borrower hereunder and under the event other Borrower Documents that you are required to make a payment the Borrower does not perform, or incurred in the defense of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to action or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you proceeding with respect to the OverpaymentProject, this Loan Agreement, the Indenture or the other Borrower Documents, or (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Company. The Company shall have Issuer or the right with respect Trustee that are incurred as a result of a request by the Borrower or for which the Borrower is liable under this Loan Agreement; (e) To the appropriate Person, any other amounts required to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax be paid by you upon any Payment or Gross-Up Paymentthe Borrower under this Loan Agreement; and (f) All Costs of Issuance and fees, provided that the Company shall promptly reimburse you for all charges and expenses, including agent and counsel and accounting fees, incurred in connection with any the issuance of the Bonds, as and when the same become due. Any past due Additional Payments shall continue as an obligation of the Borrower until they are paid and shall bear interest (except as may be otherwise provided in the Collateral Documents with respect to obligations owed to the Credit Enhancer) at the base rate of interest announced from time to time by the Trustee for variable rate commercial loans plus two percent (2%) during the period such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingAdditional Payments remain unpaid.

Additional Payments. (a) If all, In the event that any payment or any portion, of the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, benefit (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), to the Employee or for his benefit paid or payable or distributed or distributable (at any time or from time to time) and pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (a "Payment" or "Payments"), would result in be subject to the imposition on you of an excise tax under imposed by Section 4999 of the Code, Code or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties related theretopenalties, are being hereinafter collectively referred to as the "Excise Tax") then), in addition to any other benefits to which you are entitled under this Agreement, you then the Employee will be entitled to receive an additional payment or payments, as the case may be (referred to individually or collectively as a "Gross-Up Payment") in cash, in an amount such that after you pay payment by the Employee of all taxes including(including any interest or penalties imposed with respect to such taxes and the Excise Tax, without limitation, (i) any income taxes (and any other than interest and penalties imposed with respect thereto) and (ii) by reason of the Employee's failure to file timely a tax return or pay taxes shown due on his return), including any Excise Tax, Tax imposed upon the Gross-Up Payment, you will retain the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the An initial determination by the Accountants hereunder, it is possible that (i) as to whether a Gross-Up Payments which will not have been Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company's expense by an accounting firm selected by the Company should have been made and reasonably acceptable to the Employee which is designated as one of the largest national accounting firms in the United States (an the "UnderpaymentAccounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), consistent together with detailed supporting calculations and documentation to the calculations required Company and the Employee within ten (10) days of the Termination Date, as defined in Section 15, or such other time as requested by the Company or by the Employee (provided the Employee reasonably believes that any of the Payments may be subject to be made hereunder the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Employee with respect to a Payment or Payments, it shall furnish the Employee with an opinion reasonably acceptable to the Employee that he has substantial authority not to report any Excise Tax on his federal tax return with respect to any such Payment or Payments. Within ten (ii10) days of the delivery of the Determination to the Employee, the Employee shall have the right to dispute the Determination. The Gross-Up Payments that have been made will Payment, if any, as determined pursuant to this Section 6(b) shall be determined paid by the Company to have been the Employee within five (5) days of the receipt of the Determination. The existence of the dispute shall not in excess any way affect the Employee's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a dispute, the Company shall promptly pay to the Employee any additional amount required by such resolution. If there is no dispute, the Determination shall be binding, final and conclusive upon the Company and the Employee. (c) The Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payments actually required Payment. Such notification shall be given as soon as practicable but no later than ten (an "Overpayment"10) business days after the Employee knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). In If the event Company notifies the Employee in writing prior to the expiration of such period that you are required it desires to make a payment of any Excise Taxcontest such claim, the Accountants shall determine Employee shall: (i) give the amount of the Underpayment that has occurred and Company any such Underpayment shall be promptly paid information reasonably requested by the Company relating to or for your benefit. In such claim, (ii) take such action in connection with contesting such claim as the event that it is finally determined that an Overpayment has occurredCompany shall reasonably request in writing from time to time, you will promptlyincluding, and in any event within 30 days of such determinationwithout limitation, refund the amount of the Overpayment, plus any interest actually paid to you accepting legal representation with respect to the Overpayment, to such claim by an attorney reasonably selected by the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall . (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such proceedingclaim, provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 6(c), the Company shall control all proceeding taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and sue ▇▇▇ a refund, or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Employee to pay such claim and sue ▇▇▇ a refund, the Company shall advance the amount of such payment to the Employee, on an interest-free basis and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the Company's complying with the requirements of Section 6(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Additional Payments. If there is a Change in Control (aas ------------------- defined in paragraph 5(e) If all, or any portion, of herein) within the payments or other benefits provided under any section 12-month period following the Effective Date of this Agreement, either alone and the Executive is employed by the Company upon the Change in Control, the Company shall award the Executive up to fifty-two (52) weeks base pay, minus such deductions as may be required by law or together reasonably requested by the Executive. The payment provided for in this paragraph 3(h) shall be payable in two equal installments, the first installment of twenty-six weeks (26) weeks shall be paid to the Executive within thirty (30) days following the Change in Control, and the second installment of twenty-six weeks (26) weeks shall be paid to the Executive on the earlier of (i) the six (6) month anniversary of the Change in Control or (ii) upon the termination Without Cause of the Executive's employment by the Company; provided however, that no second installment payment shall be made hereunder if the Executive's employment with the surviving or resulting entity is terminated for any reason other than by the Company Without Cause. If the Executive's employment hereunder is terminated Without Cause within the two months immediately preceding the Change in Control, the Executive shall be entitled to twenty-six (26) weeks base pay pursuant to this paragraph 3(h), minus such deductions as may be required by law or reasonably requested by the Executive, and any payment to which the Executive may be entitled pursuant to paragraph 6(c) of this Agreement; provided however, that no payment shall be made hereunder if the Executive's employment is terminated for any reason other than Without Cause. The Executive acknowledges that the payments provided for in this paragraph 3(h) are in lieu of (and not in addition to) any other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under Section 4999 of the Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will the Executive might otherwise be entitled due to receive an additional payment (a "Gross-Up Payment") change in cashcontrol, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writingincluding but not limited to, any determination required under this Section 4stay bonuses, including without limitation, the amount severance payments or termination benefits of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject any kind offered to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur employees in connection with any calculations contemplated by a change in control. whether pursuant to a plan, arrangement, policy or otherwise; provided however, that nothing herein shall effect the Executive's right to payment pursuant to paragraph 6(c) of this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.Agreement

Additional Payments. (a) If all, Notwithstanding anything in this Agreement or any portionother agreement to the contrary, in the event it is determined that any payments or distributions (including, without limitation, the vesting of an option or other non-cash benefit or property or the forgiveness of any indebtedness) by the Company or any affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) thereof or any other person to or for the benefit of the payments Executive, whether paid or other benefits provided under any section payable pursuant to the terms of this Agreement, either alone or together pursuant to any other agreement or arrangement with other payments and benefits that you receive or are entitled to receive from the Company or its affiliatesany such affiliate (“Payments”), (whether or not under an existing plan, arrangement or other agreement) (collectively would be subject to the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an excise tax under imposed by Section 4999 of the Code, or any successor provision, or any interest or penalties with respect to the excise tax (such the excise tax, together with any interest and penalties related theretopenalties, are hereinafter collectively referred to as the "“Excise Tax") then”), in addition to any other benefits to which you are entitled under this Agreement, you then the Executive will be entitled to receive an additional payment from the Company (a "“Gross-Up Payment"”) in cash, in an amount such that after you pay payment by the Executive of all taxes (including, without limitation, (i) any income taxes (and any interest and or penalties imposed with respect thereto) to such taxes and (ii) any Excise Tax, ) imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the The amount of payments under this Article 6 (the "Parachute Gross-up") shall Up Payment will be computed and made in writing calculated by the Employer's then Company’s independent public accountants (the "Accountants")accounting firm, whose determination shall be, subject engaged immediately prior to the Employee's reasonable approval of event that triggered the calculations required under this Article 6payment, conclusive and binding upon in consultation with the Employee and the Employer for all purposesCompany’s outside legal counsel. For purposes of making the calculations required by this Section 4Section, the Accountants accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code, provided that the accounting firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). You and The Gross-Up Payment will be paid on the Executive’s last day of employment or on the occurrence of the event that results in the imposition of the Excise Tax, if later. If the precise amount of the Gross-Up Payment cannot be determined on the date it is to be paid, an amount equal to the best estimate of the Gross-Up Payment will be made on that date and, within 10 days after the precise calculation is obtained, either the Company shall furnish will pay any additional amount to the Accountants such information and documents Executive or the Executive will pay any excess amount to the Company, as the Accountants case may be. If subsequently the Internal Revenue Service (the “IRS”) claims that any additional Excise Tax is owing, an additional Gross-Up Payment will be paid to the Executive within 30 days of the Executive providing substantiation of the claim made by the IRS. After payment to the Executive of the Gross-Up Payment, the Executive will provide to the Company any information reasonably request requested by the Company relating to the Excise Tax, the Executive will take those actions as the Company reasonably requests to contest the Excise Tax, cooperate in order good faith with the Company to make a determination under this Section 4effectively contest the Excise Tax and permit the Company to participate in any proceedings contesting the Excise Tax. The Company shall will bear and pay directly all costs and expenses (including any interest or penalties on the Accountants may reasonably incur in connection with Excise Tax), and indemnify and hold the Executive harmless, on an after-tax basis, from all such costs and expenses related to such contest. Should it ultimately be determined that any calculations contemplated by this Section 4amount of an Excise Tax is not properly owed, the Executive will refund to the Company the related amount of the Gross-Up Payment. (b) As a result of Notwithstanding anything in this Section to the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereundercontrary, it is possible that (i) all Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to due under this Section shall be made hereunder or that (ii) Gross-Up Payments that have been made will be determined prior to have been in excess the end of the Gross-Up Payments actually required (an "Overpayment"). In Executive’s taxable year following the event that you year in which the related taxes are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect remitted to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingtaxing authority.

Additional Payments. (a1) If allAnything in this Agreement to the contrary notwithstanding, in the event it shall be determined (as hereafter provided) that any payment or distribution to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement (including without limitation any stock option plan), or any portionsimilar right (a "PAYMENT"), of would be subject to the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 19861986 (or any successor provision thereto), as amended (the "Code") and would result in the imposition on you of an or any interest or penalties with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter hereafter collectively referred to as the "Excise TaxEXCISE TAX") then), in addition to any other benefits to which you are entitled under this Agreement, you will then the Executive shall be entitled to receive an additional payment or payments (a "GrossGROSS-Up PaymentUP PAYMENT") in cash, in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the lesser of (A) the Excise Tax imposed upon the Payments. Unless you and Payments or (B) the Company otherwise agree in writing, any determination required Excise Tax that would be imposed upon all payments or benefits provided under this Section 4, Agreement (including without limitation, the amount of any stock option agreement) if such payments under this Article 6 or benefits (the but only such payments or benefits) constituted in their entirety "Parachute Gross-up") shall be computed and made excess parachute payments" as such term is defined in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section section 280G and 4999 of the CodeInternal Revenue Code of 1986 (or any successor provisions thereto). (2) Subject to the provisions of Section 10(b)(5), all determinations required to be made under this Section 10(b), including whether an Excise Tax is payable by the Executive, the amount of such Excise Tax, whether a Gross-Up Payment is required, and the amount of such Gross-Up Payment, shall be made by a nationally-recognized legal or accounting firm (the "FIRM") selected by the Executive in the Executive's sole discretion. You The Executive agrees to direct the Firm to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as practicable. If the Firm determines that any Excise Tax is payable by the Executive and that a Gross-Up Payment is required, the Company shall pay the Executive the required Gross-Up Payment within ten (10) business days after receipt of such determination and calculations. If the Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. Any determination by the Firm as to the Accountants such information amount of the Gross-Up Payment shall be binding upon the Executive and documents as the Accountants may reasonably request in order to make a determination under this Section 4Company. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code of 1986 (or any successor provision thereto) at the time of the initial determination by the Accountants Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "OverpaymentUNDERPAYMENT"). In the event that you are the Company exhausts its remedies pursuant to Section 10(b)(5) and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall Executive may direct the Firm to determine the amount of the Underpayment (if any) that has occurred and any to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as possible. Any such Underpayment shall be promptly paid by the Company to the Executive, or for your the Executive's benefit. In , within ten business days after receipt of such determination and calculations. (3) The Executive and the event that it is finally determined that an Overpayment has occurredCompany shall each provide the Firm access to and copies of any books, you will promptlyrecords and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in any event within 30 days of such determination, refund connection with the amount preparation and issuance of the Overpayment, plus any interest actually paid to you determination contemplated by Section 10(b)(2). (4) The fees and expenses of the Firm for its services in connection with respect to the Overpayment, to determinations and calculations contemplated by Section 10(b)(2) shall be borne by the Company. The If such fees and expenses are initially paid by the Executive, the Company shall have reimburse the right with respect Executive the full amount of such fees and expenses within ten (10) business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (5) The Executive agrees to notify the determination of either an Underpayment or an Overpayment to you to appeal the assertion Company in writing of any Underpayment or to claimclaim by the Internal Revenue Service that, and ▇▇▇ forif successful, would require the payment by the Company of a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that . Such notification shall be given as promptly as practicable but no later than ten (10) business days after the Executive actually receives notice of such claim. The Executive agrees to further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Executive). The Executive agrees not to pay such claim prior to the earlier of (a) the expiration of the 30-calendar-day period following the date on which the Executive gives such notice to the Company and (b) the date that any payment with respect to such claim is due. If the Company notifies the Executive in writing at least five (5) business days prior to the expiration of such period that it desires to contest such claim, the Executive agrees to: a) provide the Company with any written records or documents in the Executive's possession relating to such claim reasonably requested by the Company; b) Company shall promptly reimburse you for all expensesreasonably request in writing from time to time, including counsel without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and accounting fees, incurred in connection with any such proceeding. Alternatively, reasonably selected by the Company may undertake any such proceeding, and you shall Company; c) cooperate with the Company in good faith in order to effectively contest such claim; and d) permit the Company to participate in any proceedings relating to such claim; PROVIDED, HOWEVER, that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, from and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 10(b)(5), the Company shall control all proceedings taken in connection with the contest of any claim contemplated by this Section 10(b)(5) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, HOWEVER, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and ▇▇e Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; PROVIDED, HOWEVER, that if the Company directs the Executive to pay the tax claimed and sue for a refund, the Company shall advance the amount of such payme▇▇ to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of any such proceedingcontested claim shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (6) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 10(b)(5), the Executive receives any refund with respect to such claim, the Executive agrees (subject to the Company's complying with the requirements of Section 10(b)(5)) to promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company pursuant to Section 10(b)(5), a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Section 10(b).

Additional Payments. First Commerce shall include in the Proxy Statement a separate item that submits to a shareholder vote the right of any “disqualified individual” (aas defined in Section 280G(c) If all, or any portion, of the Internal Revenue Code) to receive certain payments that could be deemed “parachute payments” under Section 280G(b) of the Internal Revenue Code, in a manner that satisfies the shareholder approval requirements for the exemption of Section 280G(b)(5)(A)(ii) of the Internal Revenue Code and any regulations (including proposed regulations) promulgated thereunder. Such vote shall establish the “disqualified individual’s” right to such payments that would otherwise cause the total change in control payments or other benefits provided under any section payable to such individual to exceed 2.99 times such individual’s “base amount” (as defined in Section 280G(b)(3) and (d)) (the “Contingent Payments”). In addition, prior to such shareholder vote, First Commerce shall (i) provide adequate and appropriate disclosure to all shareholders of this Agreement, either alone or together with other payments and benefits that you receive or are First Commerce entitled to receive from the Company or its affiliatesvote of all material facts concerning all payments that, (whether or not but for such vote, could be deemed “parachute payments” to a “disqualified individual” under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"in a manner that satisfies Section 280G(b)(5) and would result in the imposition on you of an excise tax under Section 4999 of the Internal Revenue Code, (such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal obtain from each “disqualified individual” who is entitled to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required receive payments that could be deemed “parachute payments” under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish Internal Revenue Code a written waiver of his or her rights to the Accountants Contingent Payments in the event of a failure to approve such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated payments by this Section 4. (b) As a result greater than 75% of the uncertainty in First Commerce shares entitled to vote. Furthermore, First Commerce shall take all proper and necessary corporate action to obtain the application of Section 4999 of requisite shareholder vote and provide the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent necessary disclosures to First Commerce shareholders. First Commerce agrees to cooperate with SBKC and to provide SBKC with the calculations required opportunity to be made hereunder review and comment on any applicable information statement, proxy materials, resolution, consent action, or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingother shareholder communication.

Additional Payments. (a) If all, or Notwithstanding any portion, of the payments or other benefits provided under any section provisions of this Agreement, either alone whether or together not there occurs a Termination of Employment, in the event it shall be determined that any payment or benefit received or to be received by the Executive in connection with other payments and benefits that you receive or are entitled to receive from a Change of Control of the Company or its affiliatesthe termination of the Executive's employment, (whether pursuant to the terms of this Agreement or not under an existing any other plan, arrangement or other agreement) agreement with the Company, any entity whose actions result in a Change of Control of the Company or any entity affiliated with the Company or such entity (collectively the any such payment or benefit being hereinafter called a "Payment," and all such payments and benefits being hereinafter called "Total Payments"), would be subject (in whole or part) would constitute an excess "parachute payment" within to the meaning of excise tax under Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and would result in the imposition on you of an ), or any interest or penalties incurred with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter collectively referred to as the "Excise Tax") then), in addition then the Company shall pay to any other benefits to which you are entitled under this Agreement, you will be entitled to receive the Executive an additional payment amount (a the "Gross-Up Payment") in cash, in an amount such that the net amount retained by the Executive, after you pay deduction of any Excise Tax on the Total Payments and any federal, state and local income tax, FICA and Excise Tax upon the payment provided for by this Section 3, shall be equal to the Total Payments. Subject to the provisions of this Section 3, all taxes includingdeterminations required to be made under this Section 3, without limitationincluding whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm selected by the Executive that is not then serving as accountant or auditor for the individual, entity or group effecting the Change of Control of the Company (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within 10 days of the receipt of the Accounting Firm's determination. Subject to the following provisions of this Section 3, any determination by the Accounting Firm shall be binding upon the Company and the Executive. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax, FICA and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax, FICA and/or a federal, state or local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax under this Section 3, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which in the opinion of the Auditor (or tax counsel selected by the Auditor) does not constitute a "parachute payment" within the meaning of Section 280G(b) (2) of the Code (including by reason of Section 280G(b) (4) (A) of the Code), and in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the "base amount" (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iii) the value of any income taxes noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d) (and any interest and penalties imposed with respect thereto3) and (ii4) any Excise Tax, imposed upon of the Code. For purposes of determining the amount of the Gross-Up Payment, you will retain an amount 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 Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the date of payment of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writingExecutive, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval net of the calculations required under this Article 6, conclusive maximum reduction in federal income taxes that could be obtained from deduction of such state and binding upon the Employee and the Employer for all purposeslocal taxes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You The Executive and the Company shall furnish to each reasonably cooperate with the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur other in connection with any calculations contemplated by this Section 4. (b) As a result of administrative or judicial proceedings concerning the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder existence or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or liability for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you Excise Tax with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceedingTotal Payments.

Additional Payments. (a1) If allAnything in this Agreement to the contrary notwithstanding, in the event it shall be determined (as hereafter provided) that any payment or distribution to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement (including without limitation any stock option plan), or any portionsimilar right (a "PAYMENT"), of would be subject to the payments or other benefits provided under any section of this Agreement, either alone or together with other payments and benefits that you receive or are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 19861986 (or any successor provision thereto), as amended (the "Code") and would result in the imposition on you of an or any interest or penalties with respect to such excise tax under Section 4999 of the Code, (such excise tax, together with any such interest and penalties related theretopenalties, are hereinafter hereafter collectively referred to as the "Excise TaxEXCISE TAX") then), in addition to any other benefits to which you are entitled under this Agreement, you will then the Executive shall be entitled to receive an additional payment or payments (a "GrossGROSS-Up PaymentUP PAYMENT") in cash, in an amount such that that, after you pay payment by the Executive of all taxes including, without limitation, (i) any income taxes (and including any interest and or penalties imposed with respect thereto) and (ii) to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you will retain the Executive retains an amount of the Gross-Up Payment equal to the lesser of (A) the Excise Tax imposed upon the Payments. Unless you and Payments or (B) the Company otherwise agree in writing, any determination required Excise Tax that would be imposed upon all payments or benefits provided under this Section 4, Agreement (including without limitation, the amount of any stock option agreement) if such payments under this Article 6 or benefits (the but only such payments or benefits) constituted in their entirety "Parachute Gross-up") shall be computed and made excess parachute payments" as such term is defined in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section section 280G and 4999 of the CodeInternal Revenue Code of 1986 (or any successor provisions thereto). (2) Subject to the provisions of Section 11(b)(5), all determinations required to be made under this Section 11(b), including whether an Excise Tax is payable by the Executive, the amount of such Excise Tax, whether a Gross-Up Payment is required, and the amount of such Gross-Up Payment, shall be made by a nationally-recognized legal or accounting firm (the "FIRM") selected by the Executive in the Executive's sole discretion. You The Executive agrees to direct the Firm to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as practicable. If the Firm determines that any Excise Tax is payable by the Executive and that a Gross-Up Payment is required, the Company shall pay the Executive the required Gross-Up Payment within ten business days after receipt of such determination and calculations. If the Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. Any determination by the Firm as to the Accountants such information amount of the Gross-Up Payment shall be binding upon the Executive and documents as the Accountants may reasonably request in order to make a determination under this Section 4Company. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code of 1986 (or any successor provision thereto) at the time of the initial determination by the Accountants Firm hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "OverpaymentUNDERPAYMENT"). In the event that you are the Company exhausts its remedies pursuant to Section 11(b)(5) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall Executive may direct the Firm to determine the amount of the Underpayment (if any) that has occurred and any to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as possible. Any such Underpayment shall be promptly paid by the Company to the Executive, or for your the Executive's benefit. In , within ten business days after receipt of such determination and calculations. (3) The Executive and the event that it is finally determined that an Overpayment has occurredCompany shall each provide the Firm access to and copies of any books, you will promptlyrecords and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in any event within 30 days of such determination, refund connection with the amount preparation and issuance of the Overpayment, plus any interest actually paid to you determination contemplated by Section 11(b)(2) hereof. (4) The fees and expenses of the Firm for its services in connection with respect to the Overpayment, to determinations and calculations contemplated by Section 11(b)(2) hereof shall be borne by the Company. The If such fees and expenses are initially paid by the Executive, the Company shall have reimburse the right with respect Executive the full amount of such fees and expenses within ten business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (5) The Executive agrees to notify the determination of either an Underpayment or an Overpayment to you to appeal the assertion Company in writing of any Underpayment or to claimclaim by the Internal Revenue Service that, and ▇▇▇ forif successful, would require the payment by the Company of a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that . Such notification shall be given as promptly as practicable but no later than 10 business days after the Executive actually receives notice of such claim. The Executive agrees to further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Executive). The Executive agrees not to pay such claim prior to the earlier of (a) the expiration of the 30-calendar-day period following the date on which the Executive gives such notice to the Company and (b) the date that any payment with respect to such claim is due. If the Company notifies the Executive in writing at least five business days prior to the expiration of such period that it desires to contest such claim, the Executive agrees to: a) provide the Company with any written records or documents in the Executive's possession relating to such claim reasonably requested by the Company; b) Company shall promptly reimburse you for all expensesreasonably request in writing from time to time, including counsel without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and accounting fees, incurred in connection with any such proceeding. Alternatively, reasonably selected by the Company may undertake any such proceeding, and you shall Company; c) cooperate with the Company in good faith in order to effectively contest such claim; and d) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, from and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 11(b)(5), the Company shall control all proceedings taken in connection with the contest of any claim contemplated by this Section 11(b)(5) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay the tax claimed and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of any such proceedingcontested claim shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (6) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, the Executive receives any refund with respect to such claim, the Executive agrees (subject to the Company's complying with the requirements of Section 11(b)(5) hereof) to promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Section 11(b).

Additional Payments. In connection with any assignment of rights and(vi) obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (a) If allwhich may be outright payment, purchases by the assignee of participations or subparticipations, or any portionother compensating actions, including funding, with the consent of the payments Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the 124 130164155_5 142964982_4 applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Revolving Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, 3.2, 3.3 and 11.2 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or other benefits provided release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. The Borrower will execute and deliver on request, at its own expense, Notes to the assignee evidencing the interests taken by way of assignment hereunder. Any assignment or transfer by a Lender of rights or obligations under any section this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. Register. The Administrative Agent, acting solely for this purpose as an agent of the(c) Borrower, shall maintain at one of its offices in the United States, a copy of each Assignment Agreement delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, either alone or together with other payments at any reasonable time and benefits from time to time upon reasonable prior notice. This Section shall be construed such that you receive or the Loans are entitled to receive from the Company or its affiliates, (whether or not under an existing plan, arrangement or other agreement) (collectively the "Payments") would constitute an excess "parachute payment" at all times maintained in registered form within the meaning meanings of Section 280G Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code of 1986Code. Participations. Any Lender may at any time, as amended without the consent of, or notice to, the(d) Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the "Code") and would result in the imposition on you of an excise tax under Section 4999 Borrower or any of the CodeBorrower’s Affiliates or Subsidiaries) (each, (a “Participant”) in all or a portion of such excise tax, together with any interest and penalties related thereto, are hereinafter collectively referred to as the "Excise Tax") then, in addition to any other benefits to which you are entitled Lender’s rights and/or obligations under this Agreement, you will be entitled Agreement (including all or a portion of its Commitments and/or the Loans owing to receive an additional payment (a "Gross-Up Payment") in cash, in an amount such that after you pay all taxes including, without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, imposed upon the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of payments under this Article 6 (the "Parachute Gross-up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"it), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible ; provided that (i) Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment")such Lender’s obligations under this Agreement shall remain unchanged, consistent with the calculations required to be made hereunder or that (ii) Gross-Up Payments that have been made will be determined such Lender shall remain solely responsible to have been in excess the other parties hereto for the performance of such obligations, and (iii) the Gross-Up Payments actually required (an "Overpayment"). In the event that you are required to make a payment of any Excise TaxBorrower, the Accountants Administrative Agent, the Issuing Bank and the Lenders shall determine the amount of the Underpayment that has occurred continue to deal solely and any directly with such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and ▇▇▇ for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment, provided that the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred Lender in connection with any such proceedingLender’s rights and obligations under this Agreement. Alternatively, For the Company may undertake any such proceeding, and you shall cooperate with the Company in any such proceeding.125 130164155_5 142964982_4