Common use of Certain Additional Payments by the Company Clause in Contracts

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration of vesting or other benefit which the Executive receives or becomes entitled to receive, whether alone or in combination, and whether pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts 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. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in 4.1 Notwithstanding any other provisions of this Agreement to the contrary notwithstandingAgreement, in the event it shall be determined that any payment, distribution, acceleration of vesting payment or other benefit which received or to be received by the Executive receives in connection with a Change in Control or becomes entitled to receivethe termination of the Executive's employment (all such payments and benefits, whether alone or in combination, and whether pursuant to including the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectivelySeverance Payments, the "Total Payments"), would ) is determined to be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including), including without limitation, limitation any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount equal to the Total Payments. Notwithstanding the foregoing provisions of this Section 4.1, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Total Payments do not exceed 110% of the greatest amount (the "Reduced Amount") that could be paid to the Executive such that the receipt thereof would not give rise to any Excise Tax, then no Gross-Up Payment equal shall be made to the Excise Tax imposed on Executive and the PaymentsTotal Payments shall be reduced to the Reduced Amount. (b) Subject to the provisions of Section 9(c), all 4.2 All determinations required to be made under this Section 94, including 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 KPMG Peat Marwick the Company's accountants or such other nationally recognized certified public accounting firm then auditing the accounts of reasonably acceptable to the Company as may be designated by the Executive (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. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that that, as a result, directly or indirectly, of the operation of any paymentof the Company's existing stock option plans, distributionor any successor option or restricted stock plans (collectively, acceleration the "Option and Restricted Stock Acceleration"), either standing alone or taken together with the receipt of vesting any other payment or other distribution by the Company to or for the benefit which of the Executive receives whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with otherwise (a "Payment") the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the "Payments"), Executive would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the amount payable to the Executive hereunder or as a result of the Option and Restricted Stock Acceleration shall be entitled to receive an additional payment (a "Gross-Up Payment") reduced in an amount such that after payment by would result in the Executive of being in the most advantageous net after-tax position (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any taking into account both income taxes (and any interest Excise Tax). For purposes of this determination, the "base amount" as defined in Section 280G(b)(3)(A) of the Code shall be allocated between the Option and penalties imposed with respect thereto)Restricted Stock Acceleration, on the one hand, and (iiPayments, on the other hand, in accordance with Section 280G(b)(3)(B) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the PaymentsCode. (b) Subject to the provisions of Section 9(c), all All determinations required to be made under this Section 9Section, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment any reduction that will be made in the payments made pursuant to this Agreement and the assumptions to be utilized in arriving at such determinationdeterminations, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company PricewaterhouseCoopers LLP (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. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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)Executive. All fees and expenses of the Accounting Firm for tax and accounting advice provided to the Executive, up to a maximum of $15,000, shall be borne solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, shall be paid If the Accounting Firm determines that no Excise Tax is payable by the Company to Executive, it shall furnish the Executive within five days with an opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of the receipt of the Accounting Firm's determinationa negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement or in any other agreement between the Company and the Executive or in any stock option or other benefit plan to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 3.06) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c), all All determinations required to be made under this Section 93.06, including 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 KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company (the "Accounting Firm") , which shall provide detailed supporting calculations both to the Company and the Executive within 15 fifteen 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. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the Company or the individual, entity or group effecting the Change in Control, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 93.06, shall be paid by the Company to the Executive within five days in the calendar year that includes the date on which the Payment was made; provided, however, that if a payment is made after December 1 of any calendar year, then the Gross-Up Payment, as determined pursuant to this Section 3.06, shall be paid by the Company to the Executive in the immediately succeeding calendar year. In either case, the Gross-Up Payment shall be made on the later of the receipt of fifth day following the Accounting Firm's determination’s determination and the first day of the applicable calendar year. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event that this Agreement shall become operative and it shall be determined (as hereafter provided) that any payment, distribution, acceleration payment or distribution by the Company or any of vesting its affiliates to or other for the benefit which of the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, plan policy, plan, program or arrangement with arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the Company lapse or termination of any restriction on, or the vesting or exercisability of, any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 the foregoing (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision thereto) by reason of being considered "contingent on a change in ownership or control" of the Company, within the meaning of Section 280G of the Code (or any successor provision)provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment or payments (collectively, a "Gross-Up Payment"); PROVIDED, HOWEVER, that no Gross-up Payment shall be made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option, as defined by Section 422 of the Code ("ISO") granted prior to the execution of this Agreement, or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO described in clause (i). The Gross-Up Payment shall be in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the PaymentsPayment. (b) Subject to the provisions of Section 9(c5(f), all determinations required to be made under this Section 95, including whether an Excise Tax is payable by the Executive and when the amount of 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 and the assumptions to be utilized in arriving at such determinationPayment, if any, shall be made by KPMG Peat Marwick or such other a nationally recognized accounting firm then auditing the accounts of the Company (the "Accounting Firm") which selected by the Executive in his sole discretion. The Executive shall provide direct the Accounting Firm to submit its determination and detailed supporting calculations to both to the Company and the Executive within 15 business 30 calendar days of after the receipt of notice from the Executive that there has been a PaymentTermination Date, if applicable, and any such other time or such earlier time times as is may be requested by the CompanyCompany or the Executive. In the event that If the Accounting Firm determines that any Excise Tax is unwilling or unable to perform its obligations pursuant to this Section 9payable by the Executive, the Executive Company shall appoint another nationally recognized accounting firm to make pay 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 solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, shall be paid by the Company Payment to the Executive within five business days of the after receipt of such determination and calculations with respect to any Payment to the Accounting Firm's determinationExecutive. Any determination by If the Accounting Firm shall be binding upon determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Company and the ExecutiveExecutive an opinion that the Executive has substantial authority not to report any Excise Tax on his federal, state or local income or other tax return. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provisionprovision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of the initial any determination by the Accounting Firm hereunder, it is possible that 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. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 9(c5(f) and the Executive thereafter is required to make a payment of any Excise Tax, the Executive shall direct the Accounting Firm shall 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 be promptly paid by the Company to to, or for the benefit of, the Executive within five business days after receipt of such determination and calculations. (c) The Company and the Executive shall each 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 connection with the preparation and issuance of the determinations and calculations contemplated by Section 5(b). Any determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon the Company and the Executive. (cd) The federal, state and local income or other tax returns filed by the Executive shall be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. The Executive shall 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 his federal income 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 shall within five business days pay to the Company the amount of such reduction. (e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Section 5(b) shall be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company shall 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 his payment thereof. (f) The Executive shall 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 the a Gross-Up Payment. Such notification shall be given as soon promptly as practicable but no later than 20 ten business days after the Executive is informed in writing actually receives notice of such claim and the Executive shall further apprise the Company of the nature of such claim and the date on which such claim is requested to be paidpaid (in each case, to the extent known by the Executive). The Executive shall not pay such claim prior to the earlier of (i) the expiration of the 30thirty calendar-day period following the date on which he gives such notice to the Company and (or such shorter period ending on ii) the date that any payment of taxes 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, the Executive shall: (i) give provide the Company with any information written records or documents in his possession relating to such claim reasonably requested by the Company relating to such claim,Company; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, including without limitation, limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and 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; providedPROVIDED, howeverHOWEVER, 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 harmless the Executive harmlessExecutive, on an after-tax basis, for and against any Excise Tax or income tax (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 9(c5(f), the Company shall control all proceedings taken in connection with such the contest of any claim contemplated by this Section 5(f) and, at its sole option, may pursue or forgo 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 his own cost and expense) and may, at its sole option, either direct the Executive to pay the tax claimed and sue ▇▇▇ 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; providedPROVIDED, howeverHOWEVER, that if the Company directs the Executive to pay such claim the tax claimed and sue ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, Executive on an interest-free basis, basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (or other 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 PROVIDED FURTHER, HOWEVER, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest any such contested 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. (dg) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c5(f), the Executive becomes entitled to receive receives any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c5(f)) 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 receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c5(f), 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 or refund prior to the expiration of 30 thirty calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of any such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paidpaid by the Company to the Executive pursuant to this Section 5.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that that, as a result, directly or indirectly, of the operation of any paymentof the Company's existing stock option plans, distributionor any successor option or restricted stock plans (collectively, acceleration the "Option and Restricted Stock Acceleration"), either standing alone or taken together with the receipt of vesting any other payment or other distribution by the Company to or for the benefit which of the Executive receives whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with otherwise (a "Payment") the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the "Payments"), Executive would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the amount payable to the Executive hereunder or as a result of the Option and Restricted Stock Acceleration shall be entitled to receive an additional payment (a "Gross-Up Payment") reduced in an amount such that after payment by would result in the Executive of being in the most advantageous net after-tax position (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any taking into account both income taxes (and any interest Excise Tax). For purposes of this determination, the "base amount" as defined in Section 280G(b)(3)(A) of the Code shall be allocated between the Option and penalties imposed with respect thereto)Restricted Stock Acceleration, on the one hand, and (iiPayments, on the other hand, in accordance with Section 280G(b)(3)(B) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the PaymentsCode. (b) Subject to the provisions of Section 9(c), all All determinations required to be made under this Section 9Section, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment any reduction that will be made in the payments made pursuant to this Agreement and the assumptions to be utilized in arriving at such determinationdeterminations, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company Coopers & ▇▇▇▇▇▇▇ L.L.P. (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. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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)Executive. All fees and expenses of the Accounting Firm for tax and accounting advice provided to the Executive, up to a maximum of $15,000, shall be borne solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, shall be paid If the Accounting Firm determines that no Excise Tax is payable by the Company to Executive, it shall furnish the Executive within five days with an opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of the receipt of the Accounting Firm's determinationa negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined (as hereafter provided) that any payment, distribution, acceleration of vesting payment (or other benefit which provided) by the Executive receives Company to or becomes entitled to receivefor Executive’s benefit, whether alone paid or in combination, and whether payable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise (collectively, the "Payments"a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)thereto) of the Code, or and 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, are hereinafter hereafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment or payments (collectively, a "“Gross-Up Payment"”), including without limitation any Gross-Up Payment made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option, as defined by Section 422 of the Code (“ISO”), or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO. The Gross-Up Payment shall be in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including Excise Tax, plus any interest or additional taxes, penalties imposed with respect to such taxes) includingand interest, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the further Excise Tax Taxes imposed upon the Gross-Up Payment, the Executive retains retain, after payment of all such taxes and Excise Taxes, an amount of the Gross-Up Payment equal to the Payment that Executive would have received if no Excise Tax Taxes had been imposed on upon the PaymentsPayment and no additional taxes, penalties, and interest or further Excise Taxes had been imposed upon the Gross-Up Payment. (b) Subject to the provisions of Section 9(c)4(e) hereof, all determinations required to be made under this Section 94, including whether an Excise Tax is payable by Executive and when the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by KPMG Peat Marwick or such other a nationally recognized accounting firm then auditing the accounts of the Company certified public accountants (the "“Accounting Firm"”) which selected by Executive in Executive’s sole discretion, other than the Company’s independent auditing firm, to the extent prohibited by applicable Public Company Accounting Oversight Board rules. Executive shall provide direct the Accounting Firm to submit its determination and detailed supporting calculations to both to the Company and the Executive within 15 business thirty (30) calendar days after the later of the receipt Date of notice from Termination or the Executive that there has been a Payment, or such earlier time as is requested by the CompanyEmergence Date. In the event that If the Accounting Firm determines that any Excise Tax is unwilling or unable to perform its obligations pursuant to this Section 9payable by Executive, the Company shall pay the required Gross-Up Payment to Executive shall appoint another nationally recognized accounting firm to make within five (5) business days after receipt of the determinations required hereunder (which accounting firm shall then be referred to as aforesaid determination and calculations. If the Accounting Firm hereunder). All fees and expenses of determines that no Excise Tax is payable by Executive, it shall, at the Accounting Firm shall be borne solely by the Company. Any Gross-Up Paymentsame time as it makes such determination, determined pursuant to this Section 9, shall be paid by the Company to the furnish Executive within five days of the receipt of the Accounting Firm's determinationwith an opinion that Executive does not owe any Excise Tax on Executive’s Federal income tax return. Any determination by the Accounting Firm as to the amount of the Gross-Up Payment to be paid by the Company within such thirty (30) calendar day period shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provisionthereto) of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c4(e) hereof and the Executive thereafter is are required to make a payment of any Excise Tax, Executive shall direct the Accounting Firm shall 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 Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to or for the Executive’s benefit within three calendar days after receipt of the Executivesuch determination and calculations. (c) The Company and Executive shall each cooperate with the Accounting Firm in connection with the preparation and issuance of the determination provided for in Section 4(b) hereof. Such cooperation shall include without limitation providing the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, that are reasonably requested by the Accounting Firm. (d) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations provided for in Section 6(b) hereof shall initially be paid by Executive. The Company shall reimburse Executive for Executive’s payment of such costs and expenses within five (5) business days after receipt from Executive of a statement therefor and evidence of Executive’s payment thereof. (e) Executive shall notify the Company in writing writing, of any claim by the Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of the a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 20 ten (10) business days after the Executive is informed in writing receives notice 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 Executive shall not pay such claim prior to the earlier of (x) the expiration of the thirty (30-) calendar day period following the date on which he Executive gives such notice to the Company or (or such shorter period ending on y) the date that any payment of taxes 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, the Executive shall: (i) give the Company any information reasonably requested by the Company relating relating, to such claim,; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing writing, from time to time, including, including without limitation, 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 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 Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c4(e), the Company shall shall, provided that such control does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, control all proceedings taken in connection with such contest and, at its sole option, may may, provided that such pursuit or foregoing does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, pursue or forgo forego any and all administrative appeals, proceedings, hearings and conferences conference with the taxing authority IRS in respect of such claim (but, Executive may participate therein at Executive’s own cost and expense) and may, at its sole option, provided that such payment, suit, contest or prosecution does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, 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 such claim the tax claimed and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, Executive on an interest-free basis, basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (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 Executive’s taxable year of the Executive with respect to which such the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's ’s control of the such contest shall be limited to issues with respect to which a Gross-Gross Up Payment would be payable hereunder 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 authorityIRS. (df) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c)4(e) hereof, the Executive becomes entitled to receive receives any refund with respect to such claim, the Executive shall (subject to the Company's ’s complying with the requirements of Section 9(c)4(e) hereof) 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 receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c)4(e) hereof, 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 or refund prior to the expiration of 30 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment or distribution by, distributionor benefit from, acceleration the Company or any of vesting its Affiliates to or other for the benefit which of the Executive receives or becomes entitled to receiveEmployee, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (any other agreementsuch payments, plan distributions or arrangement with the Company benefits being individually referred to herein as a “Payment,” and any two or any more of its affiliates such payments, distributions or any of their respective successors or assigns, but determined without regard benefits being referred to any additional payments required under this Section 9 (collectively, the "herein as “Payments"”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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 thereon, any penalties, are hereinafter additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the "“Excise Tax"”), then the Executive Employee shall be entitled to receive an additional payment or payments (individually referred to herein as a "“Gross-Up Payment"” and any two or more of such additional payments being referred to herein as “Gross-Up Payments”) in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxesas defined in Section 11(k)) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the such Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c11(c) through (i), all determinations any determination (individually, a “Determination”) required to be made under this Section 911(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment Payment, shall initially be made, at the Company’s expense, by nationally recognized tax counsel mutually acceptable to the Company and the assumptions to be utilized in arriving at such determination, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company Employee (the "Accounting Firm") which “Tax Counsel”). Tax Counsel shall provide detailed supporting calculations legal authorities, calculations, and documentation both to the Company and the Executive Employee within 15 business days of the receipt termination of notice from the Executive that there has been a PaymentEmployee’s employment, if applicable, or such earlier other time or times as is reasonably requested by the CompanyCompany or the Employee. In If Tax Counsel makes the event initial Determination that the Accounting Firm no Excise Tax is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely payable by the CompanyEmployee with respect to a Payment or Payments, it shall furnish the Employee with an opinion reasonably acceptable to the Employee that no Excise Tax will be imposed with respect to any such Payment or Payments. Any The Employee shall have the right to dispute any Determination (a “Dispute”) within 15 business days after delivery of Tax Counsel’s opinion with respect to such Determination. The Gross-Up Payment, if any, as determined pursuant to this Section 9such Determination shall, shall at the Company’s expense, be paid by the Company to the Executive Employee within five business days of the Employee’s receipt of such Determination. The existence of a Dispute shall not in any way affect the Accounting Firm's determinationEmployee’s right to receive the Gross-Up Payment in accordance with such Determination. Any determination by the Accounting Firm If there is no Dispute, such Determination shall be binding binding, final and conclusive upon the Company and the ExecutiveEmployee, subject in all respects, however, to the provisions of Section 11(c) through (i) below. As a result of the potential uncertainty in the application of Section Sections 4999 and 280G of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunderCode, it is possible that Gross-Up Payments (or portions thereof) which will not have been made by the Company should have been made ("“Underpayment"”), consistent with and if upon any reasonable written request from the calculations required Employee or the Company to be made hereunder. In Tax Counsel, or upon Tax Counsel’s own initiative, Tax Counsel, at the event Company’s expense, thereafter determines that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter Employee is required to make a payment of any Excise Tax or any additional Excise Tax, as the Accounting Firm shall case may be, Tax Counsel shall, at the Company’s expense, determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee. (c) The Executive Company shall notify defend, hold harmless, and indemnify the Company Employee on a fully grossed-up after tax basis from and against any and all claims, losses, liabilities, obligations, damages, impositions, assessments, demands, judgements, settlements, costs and expenses (including reasonable attorneys’, accountants’, and experts’ fees and expenses) with respect to any tax liability of the Employee resulting from any Final Determination (as defined in writing of Section 11(j)) that any Payment is subject to the Excise Tax. (d) If a party hereto receives any written or oral communication with respect to any question, adjustment, assessment or pending or threatened audit, examination, investigation or administrative, court or other proceeding which, if pursued successfully, could result in or give rise to a claim by the Internal Revenue Service thatEmployee against the Company under this Section 11 (“Claim”), if successfulincluding, would require but not limited to, a claim for indemnification of the payment Employee by the Company of under Section 11(c), then such party shall promptly notify the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed other party hereto in writing of such claim and Claim (“Tax Claim Notice”). (e) If a Claim is asserted against the Employee (“Employee Claim”), the Employee shall apprise the Company of the nature of such claim and the date on which such claim is requested take or cause to be paid. The Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take taken such action in connection with contesting such claim Employee Claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney including the retention of counsel and experts as are reasonably selected designated by the Company, Company (iii) cooperate with it being understood and agreed by the Company in good faith in order effectively to contest parties hereto that the terms of any such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, retention shall expressly provide that the Company shall bear be solely responsible for the payment of any and pay directly all costs fees 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 with respect thereto) imposed as a result disbursements of such representation counsel and any experts) and the execution of powers of attorney provided that: (i) within 30 calendar days after the Company receives or delivers, as the case may be, the Tax Claim Notice relating to such Employee Claim (or such earlier date that any payment of costs and expenses. Without limiting the foregoing provisions of this Section 9(ctaxes claimed is due from the Employee, but in no event sooner than five calendar days after the Company receives or delivers such Tax Claim Notice), the Company shall control all proceedings taken have notified the Employee in connection with such contest andwriting (“Election Notice”) that the Company does not dispute its obligations (including, at but not limited to, its sole option, may pursue or forgo any indemnity obligations) under this Agreement and all administrative appeals, proceedings, hearings and conferences with that the taxing authority in respect of such claim and may, at its sole option, either direct the Executive Company elects to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible mannercontest, and to control the Executive agrees to prosecute defense or prosecution of, such contest to a determination before any administrative tribunal, in a court of initial jurisdiction Employee Claim at the Company’s sole risk and in one or more appellate courts, as sole cost and expense; and (ii) the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment have advanced to the Executive, Employee on an interest-free basis, the total amount of the tax claimed in order for the Employee, at the Company’s request, to pay or cause to be paid the tax claimed, file a claim for refund of such tax and, subject to the provisions of the last sentence of Section 11(g), s▇▇ for a refund of such tax if such claim for refund is disallowed by the appropriate taxing authority (it being understood and agreed by the parties hereto that the Company shall only be entitled to s▇▇ for a refund and the Company shall not be entitled to initiate any proceeding in, for example, United States Tax Court) and shall indemnify and hold the Executive Employee harmless, on an aftera fully grossed-up 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 (iii) the Company shall reimburse the Employee for any and further provided all costs and expenses resulting from any such request by the Company and shall indemnify and hold the Employee harmless, on fully grossed-up after-tax basis, from any tax imposed as a result of such reimbursement. (f) Subject to the provisions of Section 11(e) hereof, the Company shall have the right to defend or prosecute, at the sole cost, expense and risk of the Company, such Employee Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by the Company to a Final Determination; provided, however, that (i) the Company shall not, without the Employee’s prior written consent, enter into any compromise or settlement of such Employee Claim that would adversely affect the Employee, (ii) any request from the Company to the Employee regarding any extension of the statute of limitations relating to payment assessment, payment, or collection of taxes for the taxable year of the Executive Employee with respect to which such the contested issues involved in, and amount is claimed to be due of, the Employee Claim relate is limited solely to such contested issues and amount. Furthermore, and (iii) the Company's ’s control of the any contest or proceeding shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder the Employee Claim and the Executive Employee shall be entitled to settle or contest, as the case may bein his sole and absolute discretion, any other issue raised by the Internal Revenue Service or any other taxing authority. So long as the Company is diligently defending or prosecuting such Employee Claim, the Employee shall provide or cause to be provided to the Company any information reasonably requested by the Company that relates to such Employee Claim, and shall otherwise cooperate with the Company and its representatives in good faith in order to contest effectively such Employee Claim. The Company shall keep the Employee informed of all developments and events relating to any such Employee Claim (including, without limitation, providing to the Employee copies of all written materials pertaining to any such Employee Claim), and the Employee or his authorized representatives shall be entitled, at the Employee’s expense, to participate in all conferences, meetings and proceedings relating to any such Employee Claim. (dg) If, after actual receipt by the Employee of an amount of a tax claimed (pursuant to an Employee Claim) that has been advanced by the Company pursuant to Section 11(e)(ii) hereof, the extent of the liability of the Company hereunder with respect to such tax claimed has been established by a Final Determination, the Employee shall promptly pay or cause to be paid to the Company any refund actually received by, or actually credited to, the Employee with respect to such tax (together with any interest paid or credited thereon by the taxing authority and any recovery of legal fees from such taxing authority related thereto), except to the extent that any amounts are then due and payable by the Company to the Employee, whether under the provisions of this Agreement or otherwise. If, after the receipt by the Executive Employee of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c11(e)(ii), a determination is made by the Internal Revenue Service or other appropriate taxing authority that the Executive Employee shall not be entitled to any refund with respect to such claim tax claimed and the Company does not notify the Executive Employee in writing of its intent to contest such denial of refund prior to the expiration of 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 any Gross-Up Payment Payments and other payments required to be paidpaid hereunder. (h) With respect to any Employee Claim, if the Company fails to deliver an Election Notice to the Employee within the period provided in Section 11(e)(i) hereof or, after delivery of such Election Notice, the Company fails to comply with the provisions of Section 11(e)(ii) and (iii) and (f) hereof, then the Employee shall at any time thereafter have the right (but not the obligation), at his election and in his sole and absolute discretion, to defend or prosecute, at the sole cost, expense and risk of the Company, such Employee Claim. The Employee shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by the Employee, the Company shall cooperate, and shall cause its Affiliates to cooperate, in good faith with the Employee and his authorized representatives in order to contest effectively such Employee Claim. The Company may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Employee Claim controlled by the Employee pursuant to this Section 11(h) and shall bear its own costs and expenses with respect thereto. In the case of any Employee Claim that is defended or prosecuted by the Employee, the Employee shall, from time to time, be entitled to current payment, on a fully grossed-up after tax basis, from the Company with respect to costs and expenses incurred by the Employee in connection with such defense or prosecution. (i) In the case of any Employee Claim that is defended or prosecuted to a Final Determination pursuant to the terms of this Section 11(i), the Company shall pay, on a fully grossed-up after tax basis, to the Employee in immediately available funds the full amount of any taxes arising or resulting from or incurred in connection with such Employee Claim that have not theretofore been paid by the Company to the Employee, together with the costs and expenses, on a fully grossed-up after tax basis, incurred in connection therewith that have not theretofore been paid by the Company to the Employee, within ten calendar days after such Final Determination. In the case of any Employee Claim not covered by the preceding sentence, the Company shall pay, on a fully grossed-up after tax basis, to the Employee in immediately available funds the full amount of any taxes arising or resulting from or incurred in connection with such Employee Claim at least ten calendar days before the date payment of such taxes is due from the Employee, except where payment of such taxes is sooner required under the provisions of this Section 11(i), in which case payment of such taxes (and payment, on a fully grossed-up after tax basis, of any costs and expenses required to be paid under this Section 11(i) shall be made within the time and in the manner otherwise provided in this Section 11(i). (j) For purposes of this Agreement, the term “Final Determination” shall mean (A) a decision, judgment, decree or other order by a court or other tribunal with appropriate jurisdiction, which has become final and non-appealable; (B) a final and binding settlement or compromise with an administrative agency with appropriate jurisdiction, including, but not limited to, a closing agreement under Section 7121 of the Code; (C) any disallowance of a claim for refund or credit in respect to an overpayment of tax unless a suit is filed on a timely basis; or (D) any final disposition by reason of the expiration of all applicable statutes of limitations.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if the severance benefits provided for in Paragraph 3, together with any other payments which Executive has the event it right to receive from the Company, would constitute a "parachute payment " (as defined in Section 280G(b)(2) of the Code), the severance benefits provided hereunder shall be determined either (a) reduced (but not below zero) so that any payment, distribution, acceleration the present value of vesting or other benefit which the such total amounts received by Executive receives or becomes entitled to receive, whether alone or in combination, and whether pursuant to the terms of this Agreement or any other agreement, plan or arrangement with from the Company or any will be one dollar ($1.00) less than three times Executive's base amount (as defined in Section 280G of its affiliates or any the Code) and so that no portion of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the "Payments"), would such amounts received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments. (b) Subject paid in full, whichever produces the better net after-tax position to the provisions of Section 9(c), all determinations required to be made Executive (taking into account any applicable excise tax under this Section 9, including 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 KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts 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. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or and any successor provision) at the time of the applicable income tax). The Company and Executive shall make an initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required as to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter whether a reduction is required to make a payment of any Excise Taxand, the Accounting Firm shall determine if so required, the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The reduction. Executive shall notify the Company immediately in writing of any claim by the Internal Revenue Service thatwhich, if successful, would require the payment Company to make a reduction (or a further reduction in excess of that, if any, initially determined by the Company and Executive) within five days of the Gross-Up Paymentreceipt of such claim. Such notification The Company shall be given as soon as practicable but no later than 20 business days after the notify Executive is informed in writing 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 Executive shall not pay such claim at least five days prior to the expiration due date of the 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 response required with respect to such claim is due)if it plans to contest the claim. If the Company notifies the Executive in writing prior to the expiration of such period that it desires decides to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 fully 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 claimaction; provided, however, that the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmlessaction. If, 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 the Company's action with respect to a claim, the amount of costs and expenses. Without limiting the foregoing provisions reduction is found to have been in excess of this Section 9(c)the correct reduction amount, the Company shall control all proceedings taken in connection with promptly pay to Executive the difference between such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund amounts with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (aA) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that If any payment, distribution, acceleration of vesting or other benefit which the Executive receives or becomes entitled to receive, whether alone or in combination, and whether pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the "Payments"), would be Payment is subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Company shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by pay the Executive of (i) all taxes with respect to the a Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) includingregardless of whether the Executive’s employment has terminated). Notwithstanding the foregoing, without limitationif the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) then the Excise Tax imposed upon Company shall not pay the Executive a Gross-Up Payment, and the Executive retains an amount Payments due under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount; provided, that if even after all Payments due hereunder are reduced to zero, the Parachute Value of all Payments would still exceed the Safe Harbor Amount, then no reduction of any Payments shall be made. The reduction of the Gross-Up Payment equal Payments due hereunder, if applicable, shall be made by first reducing the payments under Sections 4(A)(1)(b), (c) and/or Section 5(A), (B), in that order, unless an alternative method of reduction is elected by the Executive, subject to approval by the Company, and in any event shall be made in such a manner as to maximize the economic present value of all Payments actually made to the Excise Tax imposed on Executive, determined by the PaymentsAccounting Firm as of the date of the Change of Control for purposes of Section 280G of the Code using the discount rate required by Section 280G(d)(4) of the Code. (bB) Subject to the provisions of Section 9(c), all All determinations required to be made under this Section 97, including whether and when a Gross-Up Payment is Payments are required and the amount of such Gross-Up Payment Payments, whether and in what manner any Payments are to be reduced pursuant to the second sentence of Section 7(A), and the assumptions to be utilized in arriving at such determinationdeterminations, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of Accounting Firm, and shall be binding upon the Company (and the "Executive, except to the extent the Internal Revenue Service or a court of competent jurisdiction makes an inconsistent final and binding determination. The Accounting Firm") which Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of after receiving notice from the Executive that there has been a Payment, Payment or such earlier time as is may be requested by the Company. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, determined Payment that becomes due pursuant to this Section 9, 7 shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's ’s determination. Any determination by , or, if later, at least 20 business days before the Accounting Firm shall be binding upon Executive is obligated to pay the Company and the Executiverelated Excise Tax. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which that will not have been made by the Company should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event the Accounting Firm determines that the Company exhausts its remedies pursuant to Section 9(c) and there has been an Underpayment or the Executive thereafter is required to make a payment of any Excise TaxTax as a result of a claim described in Section 7(C), then the 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 the benefit of the Executive. (cC) The Executive 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 a Gross-Up Payment. Such notification shall be given as soon as practicable practicable, but no later than 20 10 business days after the Executive is informed in writing of such claim and 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 he the Executive 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). If the Company notifies the Executive in writing prior to the expiration of such period that it the Company desires to contest such claim, the Executive shall: (i1) give the Company any information reasonably requested by the Company relating to such claim, (ii2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, including without limitation, limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii3) cooperate with the Company in good faith in order effectively to contest such claim, and (iv4) 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 additional interest and penalties) incurred in connection with such contest contest, and shall indemnify and hold the Executive harmless, on an afterAfter-tax Tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) Taxes imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c7(C), the Company shall control all proceedings taken in connection with such contest contest, and, at its sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole optiondiscretion, either direct the Executive to pay the tax Taxes 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 that, if the Company directs the Executive to pay such claim 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 afterAfter-tax Tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) Taxes imposed with respect to such advance or with respect to any imputed income in connection with respect to such advance; and further provided provided, further, that any extension of the relevant statute 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, the Company's ’s control of the contest shall be limited to issues with respect to which a the Gross-Up Payment would be payable hereunder 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. (dD) If, at any time after the receipt by the Executive of receiving a Gross-Up Payment or an amount advanced by the Company advance pursuant to Section 9(c7(C), the Executive becomes entitled to receive receives any refund with respect to such claimof the associated Excise Tax, the Executive shall (subject to the Company's complying ’s having complied with the requirements of Section 9(c7(C), if applicable) promptly pay to the Company the amount of such refund (refund, together with any interest paid or credited thereon after taxes net of all Taxes applicable thereto). If, after the receipt by the Executive of receives an amount advanced by the Company advance pursuant to Section 9(c7(C), a determination is made that the Executive shall is 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 such advance shall be forgiven and shall not be required to be repaid repaid, and the amount of such advance shall offset, to the extent thereof, the amount of any Gross-Up Payment required owed to the Executive shall be paidreduced (but not below zero) by the amount of such advance. (E) Notwithstanding any other provision of this Section 7, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding. (F) Any other liability for unpaid or unwithheld Excise Taxes, other than those described above, is borne exclusively by the Company, in accordance with Code Section 3403. The assumption of such liability by the Company shall not in any manner relieve the Company of any of its obligations under Section 7 of the Agreement.

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding, in In the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise) (collectively, the "a “Payment” and collectively “Total Payments"), ”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (would be within $1,000 of triggering such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Total Payments shall be reduced (but not below zero) so that the maximum amount of Total Payments (after reduction) shall be $1,000 less than the amount that would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code (as so reduced, the “280G Limitation Amount”). References to Section 4999 of the Code shall include any successor provision or any similar excise tax. The Executive shall not be entitled to receive an additional increased payment from the Company for any excise, additional, or other tax, penalty, or interest as a result of this Agreement. Any payment reductions under this subsection (a "Gross-Up Payment"a) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and shall be made first from cash payments. (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments. (b) Subject to the provisions of Section 9(c), all All determinations required to be made under this Section 94(d), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment Total Payments should or should not be reduced and the assumptions to be utilized in arriving at such determination, shall be made by KPMG Peat Marwick or such other nationally a “Consulting Firm,” which shall be a law firm, a certified public accounting firm, and/or a firm of recognized accounting firm then auditing executive compensation consultants selected by the accounts of the Company (the "Accounting Firm") which Company. The Consulting Firm shall provide detailed supporting calculations regarding such determination both to the Company and the Executive within 15 fifteen (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. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 Consulting Firm shall be borne solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Consulting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial , and no later determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by obligate the Company to make any payment or for adjustment to the benefit of Total Payments made to the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a1) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment, distribution, acceleration payment or distribution to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 5) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.; (b2) Subject to the provisions of Section 9(c5(c), all determinations required to be made under this Section 95, including 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 KPMG Peat Marwick or such other nationally recognized the accounting firm then auditing the accounts of serving as independent auditors for the Company (the "Accounting Firm") which ); provided, however, that the Accounting Firm shall provide detailed supporting calculations both not determine that no Excise Tax is payable by the Executive unless it delivers to the Company and Executive a written opinion (the Executive within 15 business days "Accounting Opinion") that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of the receipt of notice from the Executive that there has been a Payment, negligence or such earlier time as is requested by the Companysimilar penalty. In the event that the Accounting Firm has served, at any time during the two years immediately preceding the date of a Change in Control, as accountant or auditor for the individual, entity or group that is unwilling involved in effecting or unable to perform its obligations pursuant to this Section 9has any material interest in the Change in Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder and perform the other functions specified in this Section 5 (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Within fifteen (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, the Accounting Firm shall make all determinations required under this Section 5, shall provide to the Company and the Executive a written report setting forth such determinations, together with detailed supporting calculations, and, if the Accounting Firm determines that no Excise Tax is payable, shall deliver the Accounting Opinion to the Executive. Any Gross-Up Payment, as determined pursuant to this Section 95, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. Any Subject to the remainder of this Section 5, any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the Company exhausts its remedies pursuant to procedures set forth in Section 9(c5(c) and that the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive.; (c3) The Executive shall notify the Company in writing of any claim claims by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 20 business thirty (30) days after the Executive is informed actually receives notice in writing 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; provided, however, that the failure of the Executive to notify the Company of such claim (or to provide any required information with respect thereto) shall not affect any rights granted to the Executive under this Section 5. The Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i1) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 (iv2) if the Company elects not to assume and control the defense of such claim 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 additional including, without limitation, legal fees and other related expenses and interest and penalties) incurred by Executive 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 with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the The Company's right to assume the defense of and control of the contest 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.; and (d4) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c5(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c5(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto)refund. If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c5(c), 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 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.

Certain Additional Payments by the Company. (a1) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 7.6.3 (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b2) Subject to the provisions of Section 9(c7.6.3(3), all determinations required to be made under this Section 97.6.3, including 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 KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company Deloitte & Touche LLP (the "Accounting Firm") which ); provided, however, that the Accounting Firm shall provide detailed supporting calculations both not determine that no Excise Tax is payable by the Executive unless it delivers to the Company and Executive a written opinion (the Executive within 15 business days "Accounting Opinion") that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of the receipt of notice from the Executive that there has been a Payment, negligence or such earlier time as is requested by the Companysimilar penalty. In the event that Deloitte & Touche LLP has served, at any time during the Accounting Firm two years immediately preceding a Change in Control Date, as accountant or auditor for the individual, entity or group that is unwilling involved in effecting or unable to perform its obligations pursuant to this Section 9has any material interest in the Change in Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder and perform the other functions specified in this Section 7.6.3 (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Within fifteen (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, the Accounting Firm shall make all determinations required under this Section 7.6.3, shall provide to the Company and the Executive a written report setting forth such determinations, together with detailed supporting calculations, and, if the Accounting Firm determines that no Excise Tax is payable, shall deliver the Accounting Opinion to the Executive. Any Gross-Up Payment, as determined pursuant to this Section 97.6.3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. Any Subject to the remainder of this Section 7.6.3, any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the Company exhausts its remedies pursuant to procedures set forth in Section 9(c7.6.3 (3) and that the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, notwithstanding in the event it shall be determined that any paymentpayment or distribution by, distributionor benefit from, acceleration the Company or any of vesting its Affiliates to or other for the benefit which of the Executive receives or becomes entitled to receiveEmployee, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (any other agreementsuch payments, plan distributions or arrangement with the Company benefits being individually referred to herein as a “Payment,” and any two or any more of its affiliates such payments, distributions or any of their respective successors or assigns, but determined without regard benefits being referred to any additional payments required under this Section 9 (collectively, the "herein as “Payments"”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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 thereon, any penalties, are hereinafter additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the "“Excise Tax"”), then the Executive Employee shall be entitled to receive an additional payment or payments (individually referred to herein as a "“Gross-Up Payment"” and any two or more of such additional payments being referred to herein as “Gross-Up Payments”) in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxesas defined in Section 11(k)) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the such Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c11(c) through (i), all determinations any determination (individually, a “Determination”) required to be made under this Section 911(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment Payment, shall initially be made, at the Company’s expense, by nationally recognized tax counsel mutually acceptable to the Company and the assumptions to be utilized in arriving at such determination, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company Employee (the "Accounting Firm") which “Tax Counsel”). Tax Counsel shall provide detailed supporting calculations legal authorities, calculations, and documentation both to the Company and the Executive Employee within 15 business days of the receipt termination of notice from the Executive that there has been a PaymentEmployee’s employment, if applicable, or such earlier other time or times as is reasonably requested by the CompanyCompany or the Employee. In If Tax Counsel makes the event initial Determination that the Accounting Firm no Excise Tax is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely payable by the CompanyEmployee with respect to a Payment or Payments, it shall furnish the Employee with an opinion reasonably acceptable to the Employee that no Excise Tax will be imposed with respect to any such Payment or Payments. Any The Employee shall have the right to dispute any Determination (a “Dispute”) within 15 business days after delivery of Tax Counsel’s opinion with respect to such Determination. The Gross-Up Payment, if any, as determined pursuant to this Section 9such Determination shall, shall at the Company’s expense, be paid by the Company to the Executive Employee within five business days of the Employee’s receipt of such Determination. The existence of a Dispute shall not in any way affect the Accounting Firm's determinationEmployee’s right to receive the Gross-Up Payment in accordance with such Determination. Any determination by the Accounting Firm If there is no Dispute, such Determination shall be binding binding, final and conclusive upon the Company and the ExecutiveEmployee, subject in all respects, however, to the provisions of Section 11(c) through (i) below. As a result of the potential uncertainty in the application of Section Sections 4999 and 280G of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunderCode, it is possible that Gross-Up Payments (or portions thereof) which will not have been made by the Company should have been made ("“Underpayment"”), consistent with and if upon any reasonable written request from the calculations required Employee or the Company to be made hereunder. In Tax Counsel, or upon Tax Counsel’s own initiative, Tax Counsel, at the event Company’s expense, thereafter determines that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter Employee is required to make a payment of any Excise Tax or any additional Excise Tax, as the Accounting Firm shall case may be, Tax Counsel shall, at the Company’s expense, determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee. (c) The Executive Company shall notify defend, hold harmless, and indemnify the Company Employee on a fully grossed-up after tax basis from and against any and all claims, losses, liabilities, obligations, damages, impositions, assessments, demands, judgments, settlements, costs and expenses (including reasonable attorneys’, accountants’, and experts’ fees and expenses) with respect to any tax liability of the Employee resulting from any Final Determination (as defined in writing of Section 11(j)) that any Payment is subject to the Excise Tax (d) If a party hereto receives any written or oral communication with respect to any question, adjustment, assessment or pending or threatened audit, examination, investigation or administrative, court or other proceeding which, if pursued successfully, could result in or give rise to a claim by the Internal Revenue Service thatEmployee against the Company under this Section 11 (“Claim”), if successfulincluding, would require but not limited to, a claim for indemnification of the payment Employee by the Company of under Section 11(c), then such party shall promptly notify the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed other party hereto in writing of such claim and Claim (“Tax Claim Notice”). (e) If a Claim is asserted against the Employee (“Employee Claim”), the Employee shall apprise the Company of the nature of such claim and the date on which such claim is requested take or cause to be paid. The Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take taken such action in connection with contesting such claim Employee Claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney including the retention of counsel and experts as are reasonably selected designated by the Company, Company (iii) cooperate with it being understood and agreed by the Company in good faith in order effectively to contest parties hereto that the terms of any such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, retention shall expressly provide that the Company shall bear be solely responsible for the payment of any and pay directly all costs fees 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 with respect thereto) imposed as a result disbursements of such representation counsel and any experts) and the execution of powers of attorney, provided that: (i) within 30 calendar days after the Company receives or delivers, as the case may be, the Tax Claim Notice relating to such Employee Claim (or such earlier date that any payment of costs and expenses. Without limiting the foregoing provisions of this Section 9(ctaxes claimed is due from the Employee, but in no event sooner than five calendar days after the Company receives or delivers such Tax Claim Notice), the Company shall have notified the Employee in writing (“Election Notice”) that the Company does not dispute its obligations (including, but not limited to, its indemnity obligations) under this Agreement and that the Company elects to contest, and to control all proceedings taken in connection with such contest and, at its sole option, may pursue the defense or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect prosecution of such claim Employee Claim at the Company’s sole risk and may, at its sole option, either direct the Executive to pay the tax claimed cost 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 expense; and (ii) the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment have advanced to the Executive, Employee on an interest-free basis, the total amount of the tax claimed in order for the Employee, at the Company’s request, to pay or cause to be paid the tax claimed, file a claim for refund of such tax and, subject to the provisions of the last sentence of Section 11(g), ▇▇▇ for a refund of such tax if such claim for refund is disallowed by the appropriate taxing authority (it being understood and agreed by the parties hereto that the Company shall only be entitled to ▇▇▇ for a refund and the Company shall not be entitled to initiate any proceeding in, for example, United States Tax Court) and shall indemnify and hold the Executive Employee harmless, on an aftera fully grossed-up 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 (iii) the Company shall reimburse the Employee for any and further all costs and expenses resulting from any such request by the Company and shall indemnify and hold the Employee harmless, on fully grossed-up after-tax basis, from any tax imposed as a result of such reimbursement. (f) Subject to the provisions of Section 11(e) hereof; the Company shall have the right to defend or prosecute, at the sole cost, expense and risk of the Company, such Employee Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by the Company to a Final Determination; provided however, that (i) the Company shall not, without the Employee’s prior written consent, enter into any compromise or settlement of such Employee Claim that would adversely affect the Employee, (ii) any request from the Company to the Employee regarding any extension of the statute of limitations relating to payment assessment, payment, or collection of taxes for the taxable year of the Executive Employee with respect to which such the contested issues involved in, and amount is claimed to be due of the Employee Claim relate is limited solely to such contested issues and amount. Furthermore, and (iii) the Company's ’s control of the any contest or proceeding shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder the Employee Claim and the Executive Employee shall be entitled to settle or contest, as the case may bein his sole and absolute discretion, any other issue raised by the Internal Revenue Service or any other taxing authority. So long as the Company is diligently defending or prosecuting such Employee Claim, the Employee shall provide or cause to be provided to the Company any information reasonably requested by the Company that relates to such Employee Claim, and shall otherwise cooperate with the Company and its representatives in good faith in order to contest effectively such Employee Claim. The Company shall keep the Employee informed of all developments and events relating to any such Employee Claim (including, without limitation, providing to the Employee copies of all written materials pertaining to any such Employee Claim), and the Employee or his authorized representatives shall be entitled, at the Employee’s expense, to participate in all conferences, meetings and proceedings relating to any such Employee Claim. (dg) If, after actual receipt by the Employee of an amount of a tax claimed (pursuant to an Employee Claim) that has been advanced by the Company pursuant to Section 11(e)(ii) hereof the extent of the liability of the Company hereunder with respect to such tax claimed has been established by a Final Determination, the Employee shall promptly pay or cause to be paid to the Company any refund actually received by, or actually credited to, the Employee with respect to such tax (together with any interest paid or credited thereon by the taxing authority and any recovery of legal fees from such taxing authority related thereto), except to the extent that any amounts are then due and payable by the Company to the Employee, whether under the provisions of this Agreement or otherwise. If, after the receipt by the Executive Employee of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c11(e)(ii), a determination is made by the Internal Revenue Service or other appropriate taxing authority that the Executive Employee shall not be entitled to any refund with respect to such claim tax claimed and the Company does not notify the Executive Employee in writing of its intent to contest such denial of refund prior to the expiration of 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 any Gross-Up Payment Payments and other payments required to be paidpaid hereunder. (h) With respect to any Employee Claim, if the Company fails to deliver an Election Notice to the Employee within the period provided in Section 11(e)(i) hereof or, after delivery of such Election Notice, the Company fails to comply with the provisions of Section 11(e)(ii) and (iii) and (f) hereof, then the Employee shall at any time thereafter have the right (but not the obligation), at his election and in his sole and absolute discretion, to defend or prosecute, at the sole cost, expense and risk of the Company, such Employee Claim. The Employee shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by the Employee, the Company shall cooperate, and shall cause its Affiliates to cooperate, in good faith with the Employee and his authorized representatives in order to contest effectively such Employee Claim. The Company may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Employee Claim controlled by the Employee pursuant to this Section 11(h) and shall bear its own costs and expenses with respect thereto. In the case of any Employee Claim that is defended or prosecuted by the Employee, the Employee shall, from time to time, be entitled to current payment, on a fully grossed-up after tax basis, from the Company with respect to costs and expenses incurred by the Employee in connection with such defense or prosecution. (i) In the case of any Employee Claim that is defended or prosecuted to a Final Determination pursuant to the terms of this Section 11(i), the Company shall pay, on a fully grossed-up after tax basis, to the Employee in immediately available funds the full amount of any taxes arising or resulting from or incurred in connection with such Employee Claim that have not theretofore been paid by the Company to the Employee, together with the costs and expenses, on a folly grossed-up after tax basis, incurred in connection therewith that have not theretofore been paid by the Company to the Employee, within ten calendar days after such Final Determination. In the case of any Employee Claim not covered by the preceding sentence, the Company shall pay, on a fully grossed-up after tax basis, to the Employee in immediately available funds the full amount of any taxes arising or resulting from or incurred in connection with such Employee Claim at least ten calendar days before the date payment of such taxes is due from the Employee, except where payment of such taxes is sooner required under the provisions of this Section 11(i), in which case payment of such taxes (and payment, on a fully grossed-up after tax basis, of any costs and expenses required to be paid under this Section 11(i) shall be made within the time and in the manner otherwise provided in this Section 11(i). (j) For purposes of this Agreement, the term “Final Determination” shall mean (A) a decision, judgment, decree or other order by a court or other tribunal with appropriate jurisdiction, which has become final and non-appealable; (B) a final and binding settlement or compromise with an administrative agency with appropriate jurisdiction, including, but not limited to, a closing agreement under Section 7121 of the Code; (C) any disallowance of a claim for refund or credit in respect to an overpayment of tax unless a suit is filed on a timely basis; or (D) any final disposition by reason of the expiration of all applicable statutes of limitations.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in In the event it shall be determined that any payment, distribution, acceleration of vesting or other benefit which the Executive receives a payment or becomes entitled to receive, whether alone or in combination, and whether distribution pursuant to Section 2.6(c) which is determined to be an "excess parachute payment" within the terms meaning of this Agreement or any other agreement, plan or arrangement with Sections 4999 and 280G of the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 Internal Revenue Code (collectively, the "PaymentsCode"), would be ) and subject to the excise tax imposed by under Code Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Excess Parachute Tax"), then the following provisions shall apply: (a) Notwithstanding anything in this Agreement, if (A) the Company makes a payment or distribution to or for the benefit of the Executive pursuant to Section 2.6(c) (a "Payment"), and (B) the Payment is determined under the procedures provided in Section 2.9(b) to be an "excess parachute payment" within the meaning of Code Sections 4999 and 280G, subject to the Parachute Tax to any extent, the Executive shall be entitled to receive an additional payment (a "the Gross-Up up Payment") ). The Gross-up Payment shall be in an amount such that after payment by the Executive of the Excess Parachute Tax (i) all taxes including any interest or penalties imposed with respect to such tax) on the Gross-Up Payment Payment, and all federal, state and local income taxes, employment taxes and Excess Parachute Tax (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon on the Gross-Up up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on Payment that the PaymentsExecutive would have had if the Payment had not given rise to any Excess Parachute Tax. (b) Subject to the provisions of Section 9(c2.9(c), all determinations of amounts required to be made under this Section 92.9, including whether and when a Gross-Up up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationrequired, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company Company's external auditors (the "Accounting Firm") which ). The parties shall provide detailed supporting calculations both to the Company and the Executive direct that 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. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 request the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, determined pursuant provide a written opinion setting forth its detailed supporting calculations to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon both the Company and the Executive. As a result If payment is due to the Executive, the Company shall make such payment within five days of the potential uncertainty in the application of Section 4999 delivery of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunderFirm's written opinion. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the The Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment Firm's opinion shall be promptly binding on the parties. The Accounting Firm's fees shall be paid by the Company to or for the benefit of the ExecutiveCompany. (c) The Executive shall timely 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 up Payment. Such The Executive's notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing of such claim and shall apprise the Company include a statement of the nature of such the claim and the date on which such claim is requested to be paid. The Executive shall not pay the claim until it receives written notification from the Company stating whether the Company desires to contest such claim. Written notice of the Company's proposed course of action with respect to the claim shall be given no later than 5 days prior to the expiration of the 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)requested to be paid. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 to effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the . 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 Executive harmless, on an after-tax basis, for any Excise Excess Parachute 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 9(c), the The Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive to pay the tax claimed and sue ▇▇▇ for a refund 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 such claim and sue ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interestExecutive (the "Gross-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 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 Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amountup Payment Advance"). Furthermore, the The Company's control of the contest shall be limited to issues with respect to which a Gross-Up up Payment would be payable hereunder payable, and the Executive shall be entitled to settle or contest, as the case may be, any other issue issues raised by the Internal Revenue Service or any other taxing authority. (d) As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Accounting Firm, it is possible that the Gross-up Payment may be under or over paid. In the event the Company exhausts its remedies pursuant to Section 2.9(c) and the Executive is required to make a payment of any Excess Parachute Tax in excess of the Gross-up Payment, (an "Underpayment"), the 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 the benefit of the Executive. If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c)receives either a Gross-up Payment or a Gross-up Payment Advance, the Executive becomes entitled to receive any refund with respect to such claimGross-up Payment or Gross-up Payment Advance, (an "Overpayment"), the Executive shall (subject to the Company's complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund the Overpayment (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveEmployee, whether alone paid or in combination, and whether payable or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "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, are and hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (taxes, including any interest income or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up PaymentPayments, the Executive retains an net amount of the Gross-Up Payment payable to Employee hereunder shall be equal to the aggregate amount Employee would have received hereunder if such Excise Tax imposed on the Paymentswere not applicable. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 determinationPayment, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive Employee within 15 business 25 days of the receipt Date of notice from the Executive that there has been a PaymentTermination, if applicable, or such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 99(b), shall be paid by the Company to the Executive Employee within five 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable to the Employee, it shall furnish the Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the ExecutiveEmployee. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 10 business days after the Executive is informed in writing 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 Executive Employee shall not pay such claim prior to the expiration of the 30thirty-day period following the date on which he the Employee 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). If the Company notifies the Executive Employee in writing prior to the expiration of such period that it desires to contest such claim, the Executive Employee shall: (i) give the Company any information reasonably requested by the Company relating to such claim,; (ii) take such action in connection with contesting such claim as the 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 to effectively to contest such claim, and; (iv) 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 attorneys fees and any additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive Employee harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive Employee to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive 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 Executive Employee to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the ExecutiveEmployee, on an interest-free basis, basis and shall indemnify and hold the Executive Employee harmless, on an after-tax basis, from any Excise Tax or income tax (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 provided, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive 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 Executive 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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c), the Executive Employee becomes entitled to receive any refund with respect to such claim, the Executive Employee shall (subject to the Company's complying with the requirements of Section 9(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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive employee shall not be entitled to any refund with respect to such claim claims and the Company does not notify the Executive Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty 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.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Manager (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 10) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive Manager with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Manager of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes taxes, calculated at the maximum federal and state rates for individuals in the year in which a Payment is made (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Manager retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c10(c), all determinations required to be made under this Section 910, including 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 KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company Company's independent certified public accountants (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive Manager within 15 business days of the receipt of notice from the Executive Manager that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting the Change of Control, the Executive Manager 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 910, shall be paid by the Company to the Executive Manager within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Manager, it shall furnish the Manager with a written opinion that failure to report the Excise Tax on the Manager's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveManager. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c10(c) and the Executive Manager thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the ExecutiveManager. (c) The Executive Manager 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive Manager is informed in writing 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 Executive Manager shall not pay such claim prior to the expiration of the 30-day period following the date on which he it 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). If the Company notifies the Executive Manager in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: Manager shall (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the 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 and (iv) 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 additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive Manager 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 limiting limitation on the foregoing provisions of this Section 9(c10(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive Manager to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible manner, and the Executive ▇▇e Manager 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 Manager to pay such claim and ▇▇▇ sue for a refund, the Company shall advance the amount of such payment payme▇▇ to the ExecutiveManager, on an interest-free basis, basis and shall indemnify and hold the Executive Manager 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 Executive Manager 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 Executive Manager 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 Executive Manager of an amount advanced by the Company pursuant to Section 9(c10(c), the Executive Manager becomes entitled to receive any refund with respect to such claim, the Executive Manager shall (subject to the Company's complying with the requirements of Section 9(c10(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 Executive Manager of an amount advanced by the Company pursuant to Section 9(c10(c), a determination is made that the Executive Manager shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive Manager in writing of its intent to contest such denial of refund prior to the expiration of 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9, except as provided in the last sentence of this Section 9(a)) (collectively, the hereinafter referred to collectively as a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. Regardless of whether the Executive is subject to an Excise Tax, in the event that the Company fails to make any payment at the time or in the form required by Section 6, and as a result it is subsequently determined that Executive is subject to the additional tax and interest provided in Section 409A(a)(1)(B) of the Code with respect to any portion of such payment (such additional tax, together with any interest and penalties thereon, are hereinafter collectively referred to as the "Section 409A Penalty") then Executive shall also be entitled to receive an additional payment (a "Section 409A Gross-Up") calculated in the same manner as a Gross-Up Payment by substituting "Section ▇▇▇▇ ▇▇▇▇▇▇▇" for "Excise Tax" for all purposes of this Section 9. The Section 409A Gross-Up shall be considered a Payment for purposes of calculation of any Gross-Up Penalty. (b) Subject to the provisions of Section 9(c)) hereof, all determinations required to be made under this Section 9, including 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 KPMG Peat Marwick Ernst & Young LLP or such other nationally recognized independent certified public accounting firm then auditing as may be designated by the accounts of the Company Executive (hereinafter referred to as 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. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting the Change of Control, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (hereinafter referred to as the "Underpayment"), ) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he it 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive to pay the tax claimed and ▇▇▇ for a refund or to 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, 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 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 Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the The Company's control of the any such contest 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c)) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c)) hereof) 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 Executive of an amount advanced by the Company pursuant to Section 9(c)) hereof, 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 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. (e) Anything else contained herein to the contrary notwithstanding, in no event shall any Gross-Up Payment be paid to the Executive later than the last day of the year following the year in which the Executive pays to the applicable taxing authority the Excise Tax with respect to which the Gross-Up Payment is due. The preceding sentence is included solely in order to satisfy the requirements of Section 409A, and is not to be construed to permit a delay in the time at which a Gross-Up Payment would otherwise be paid.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Manager (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 10) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive Manager with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Manager of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes taxes, calculated at the maximum federal and state rates for individuals in the year in which a Payment is made (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Manager retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c10(c), all determinations required to be made under this Section 910, including 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 KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company Company's independent certified public accountants (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive Manager within 15 business days of the receipt of notice from the Executive Manager that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting the Change of Control, the Executive Manager 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 910, shall be paid by the Company to the Executive Manager within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Manager, it shall furnish the Manager with a written opinion that failure to report the Excise Tax on the Manager's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveManager. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c10(c) and the Executive Manager thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the ExecutiveManager. (c) The Executive Manager 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive Manager is informed in writing 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 Executive Manager shall not pay such claim prior to the expiration of the 30-day period following the date on which he it 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). If the Company notifies the Executive Manager in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: Manager shall (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the 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 and (iv) 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 additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive Manager 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 limiting limitation on the foregoing provisions of this Section 9(c10(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive Manager to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible manner, and the Executive an▇ ▇he Manager 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 Manager to pay such claim and ▇▇▇ sue for a refund, the Company shall advance the amount of such payment paym▇▇▇ to the ExecutiveManager, on an interest-free basis, basis and shall indemnify and hold the Executive Manager 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 Executive Manager 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 Executive Manager 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 Executive Manager of an amount advanced by the Company pursuant to Section 9(c10(c), the Executive Manager becomes entitled to receive any refund with respect to such claim, the Executive Manager shall (subject to the Company's complying with the requirements of Section 9(c10(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 Executive Manager of an amount advanced by the Company pursuant to Section 9(c10(c), a determination is made that the Executive Manager shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive Manager in writing of its intent to contest such denial of refund prior to the expiration of 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to Notwithstanding the contrary notwithstandingforegoing, in if all or any portion of the event it shall be determined that any payment, distribution, acceleration of vesting Termination Payments either alone or together with all other benefit payments and benefits which the Executive receives or becomes is then entitled to receive, whether alone or in combination, and whether receive (pursuant to the terms of this Agreement or any other agreement, plan or arrangement with otherwise) from the Company or any of its affiliates or any of their respective successors or assignsSubsidiary (all such payments and benefits, but determined without regard to any additional payments required under this Section 9 (collectivelyincluding the Termination Payments, the "Payments"“Termination Benefits”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax")constitute a Parachute Payment, then the Payments to Executive under Section 5(a) shall be entitled to receive an additional payment increased (such increase, a "“Gross-Up Payment") in an amount such that ”), but only to the extent necessary to ensure that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Termination Benefits. The foregoing calculations shall be made, at the Company’s expense, by the Company and Executive. If no agreement on the Payments. calculations is reached within thirty (b30) Subject to business days after the provisions date of Section 9(c)Termination, all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and then the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing which regularly audits the accounts financial statements of the Company (the "Accounting Firm"“Auditors”) which shall provide detailed supporting calculations both to review the Company calculations. The determination of such firm shall be conclusive and binding on all parties and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or expense for such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, accountants shall be paid by the Company. Pending such determination, the Company shall continue to make all other required payments to Executive at the Executive within five days time and in the manner provided herein. The Gross-Up Payment shall be made as soon as reasonably practicable and shall in no event be made later than the end of the receipt of calendar year next following the Accounting Firm's determination. Any determination by calendar year in which Executive remits the Accounting Firm shall be binding upon the Company and the Executiverelated taxes. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunderCode, it is possible that Gross-Up Payments will have been made by the Company which should not have been made (an “Overpayment”) or that additional Gross-Up Payments which will not have been made by the Company should have been made ("an “Underpayment"”). If it is determined by the Company and Executive, consistent or, if no agreement is reached by the Company and Executive, the Auditors, that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company, together with interest at the calculations required to be made hereunderapplicable federal rate provided for in section 7872(f)(2) of the Code. In the event that the Company exhausts its remedies pursuant to Section 9(c) and Executive, or, if no agreement is reached by the Executive thereafter is required to make a payment of any Excise TaxCompany and Executive, the Accounting Firm shall Auditors, determine the amount of the that an Underpayment that has occurred and any occurred, such Underpayment shall promptly be promptly paid by the Company to or for the benefit of Executive, together with interest at the Executive. (capplicable federal rate provided for in section 7872(f)(2)(A) of the Code. The Company and Executive shall notify the Company in writing give each other prompt written notice of any claim by information that could reasonable result in the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Paymentdetermination that an Overpayment or Underpayment has been made. Such notification Any Underpayment shall be given made as soon as reasonably practicable but and shall in no event be made later than 20 business days after the Executive is informed in writing of such claim and shall apprise the Company end 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 calendar year next following the date on calendar year in which he gives such notice to Executive remits the Company (or such shorter period ending on the date that any payment of taxes 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, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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 authorityrelated taxes. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company or its affiliates to or for the benefit of vesting Executive (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 8) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a the "Gross-Up Payment") in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c8(c), all determinations required to be made under this Section 98, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG Peat Marwick or such other a nationally recognized certified public accounting firm then auditing designated by Executive, subject to the accounts of the Company Company's approval which will not be unreasonably withheld (the "Accounting Firm") which ). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling serving as accountant or unable auditor for the individual, entity or group effecting the Change in Control, Executive, subject to perform its obligations pursuant to this Section 9the Company's approval which will not be unreasonably withheld, the Executive shall may 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 98, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which that will not have been made by the Company should have been made (the "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable practicable, but no later than 20 ten (10) business days after the Executive is informed in writing of such claim and claim. 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 thirty (30-) day period following the date on which he Executive 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). If the Company notifies the Executive in writing prior to the expiration of such period that it the Company desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest 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 with respect theretopenalties) imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c8(c), the Company shall control all proceedings taken in connection with such contest contest, and, at its sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole optiondiscretion, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to ▇▇▇ 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 that, if the Company directs the Executive to pay pays such claim and directs Executive to ▇▇▇ 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 theretopenalties) imposed with respect to such advance payment or with respect to any imputed income in connection with respect to such advancepayment; and further provided 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 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 the Gross-Up Payment would be payable hereunder 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. (d) If, after the receipt by Executive of a Gross-Up Payment or payment by the Executive Company of an amount advanced by the Company on Executive's behalf pursuant to Section 9(c8(c), the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c8(c), if applicable) 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 payment by the Executive Company of an amount advanced by the Company on Executive's behalf pursuant to Section 9(c8(c), 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 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 payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding any other provision of this Section 8, the Company may, in its sole discretion, withhold and pay to the Internal Revenue Service or any other applicable taxing authority, for the benefit of Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution in the nature of vesting compensation (within the meaning of Section 280G(b)(2) of the Code by the Company to or other for the benefit which of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 KPMG Peat Marwick Pricewaterhouse Coopers L.L.P. or such other nationally recognized certified public accounting firm then auditing as may be designated by the accounts of the Company Executive (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. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting the Change of Control, the Executive shall may 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 solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he the Executive 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 pay the tax claimed to the appropriate taxing authority on behalf of the Executive and 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 pays such claim and directs the Executive to pay such claim 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 payment or with respect to any imputed income with respect to such advancepayment; and further provided that any extension of the statute 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, the Company's ’s control of the contest 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. (d) If, after the receipt by the Executive of an amount advanced a Gross-Up Payment or payment by the Company of an amount on the Executive’s behalf pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall (subject to the Company's ’s complying with the requirements of Section 9(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 payment by the Executive Company of an amount advanced by on the Company Executive’s behalf pursuant to Section 9(c), 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 such advance shall be forgiven and shall not be required to be repaid and the amount of such advance payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination; provided that, the Gross-Up Payment shall in all events be paid no later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 8(c) that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 9, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding.

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingcontained herein, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting Executive (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 7(e) and/or 8 (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision)comparable federal, state or any interest or penalties are incurred by the Executive with respect to such local excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in such an amount such that after the payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto)on such taxes and the Excise Tax) on the Payment and on the Gross-Up Payment, Executive shall retain an amount equal to the Payment minus all applicable taxes on the Payment, provided, however, that Executive will be entitled to receive a Gross-Up Payment only if the amount of the parachute payments as defined in Section 280G(b)(2) of the Code exceeds $50,000 plus 2.99 times the Executive's Base Amount as defined in Section 280G(b)(3) of the Code, and (ii) the Excise Tax imposed upon the provided further, that if Executive is not entitled to receive a Gross-Up Payment, the Executive retains will receive only an amount of the parachute payments that would not include any excess parachute payments as defined in Section 280G(b)(1) of the Code. The intent of the parties is that the Company shall be solely responsible for, and shall pay, any Excise Tax on any Payment and Gross-Up Payment equal to the Excise Tax and any income and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment, as well as any loss of tax deduction caused by the PaymentsGross-Up Payment. (b) Subject to the provisions of Section 9(c), all All determinations required to be made under this Section 9Section, including including, without limitation, 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 determinationdeterminations, shall be made by KPMG Peat Marwick PricewaterhouseCoopers LLP or such any other nationally recognized accounting firm then auditing which is the accounts Company's outside auditor at the time of the Company such determinations, which firm must be reasonably acceptable to Executive (the "Accounting Firm") which ). The Company shall cause the Accounting Firm to provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (15) business days of after notice is given by Executive to the receipt of notice from the Executive Company that there has been a Payment, or such earlier time as is requested by the Company. In Within two (2) business days after said notice is given to the event that Company, the Company shall instruct the Accounting Firm is unwilling or unable to perform its obligations pursuant to timely provide the data required by this Section 9, the Executive shall appoint another nationally recognized accounting firm 8 to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder)Executive. All fees and expenses of the Accounting Firm firm shall be borne solely by the Company. Any Gross-Up Payment, Payment as determined pursuant to this Section 98, shall be paid by the Company to the Executive Internal Revenue Service and/or other appropriate taxing authority on Executive's behalf within five (5) days of the after receipt of the Accounting Firm's determination. If the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion that failure to disclose or report the Excise Tax on Executive's federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive in the Executiveabsence of material mathematical or legal error. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which Payment will not have been made by the Company that should have been made ("Underpayment") or that Gross-Up Payment have been made that should not have been made ("Overpayment"), in each case, consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) 8 below and the Executive thereafter hereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to the Internal Revenue Service or other appropriate taxing authority on Executive's behalf or, if such Underpayment has been previously paid by Executive, to Executive. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for the benefit all purposes as a loan to Executive with interest at applicable federal rate provided for in Section 7872(f)(2) of the Code, due and payable within ninety (90) days after written demand to Executive by the Company; provided, however that Executive shall have no duty or obligation whatsoever to repay said loan unless Executive's receipt of the Overpayment, or any portion thereof, is includible in Executive's income and Executive's repayment of same is not deductible by Executive for federal and state income tax purposes. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service or state or local taxing authority, that, if successful, would require the payment by the Company of the Gross-Up Paymentresult in any Excise Tax or an Underpayment ("Claim"). Such notification notice shall be given as soon as practicable but no later than 20 fifteen (15) business days after the Executive is informed in writing of such claim the Claim and shall apprise reprise the Company of the nature of such claim the Claim, the administrative or judicial appeal period, and the date on which such any payment of the claim is requested to must be paid. The Executive shall not pay such any portion of the 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 amount under the Claim is due). If the Company notifies the Executive in writing prior to the expiration of such thirty (30) day period that it desires to contest such claimthe Claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim,the Claim; (ii) take such action in connection with contesting such claim the Claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim concerning the Claim by an attorney reasonably selected by the Company,Company who is reasonably acceptable to Executive; and (iii) cooperate with the Company in good faith in order to effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claimClaim; provided, however, that the Company shall bear and pay directly all costs and expenses (including including, without limitation, additional interest interest, and penaltiespenalties and attorneys' fees) incurred in connection with such contest contests and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including including, without limitation interest and penalties with respect theretothereon) imposed as a result of such representation and payment of costs and expensesrepresentation. Without limiting limitation upon the foregoing provisions of this the Section 9(c8(b), except as provided below, the Company shall control all proceedings taken in connection with concerning such contest and, at its sole option, may pursue or forgo forego any and all administrative appealsappeal, proceedings, hearings and conferences with the taxing authority in respect pertaining to the Claim. At the written request of such claim the Company and may, upon payment to Executive of an amount at its sole option, either direct least equal to the Claim plus any additional amount necessary to obtain the jurisdiction of the appropriate tribunal and/or court ("Additional Sum") Executive to shall pay the tax claimed same and ▇▇▇ for a refund or contest the claim in any permissible manner, and the refund. Executive agrees to prosecute such any contest of a Claim 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 requests Executive to pay such claim the Claim 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, harmless on an after-tax basis, from any Excise Tax or income tax (including including, without limitation, interest or and penalties with respect theretothereon) imposed with respect to on such advance or with respect to for any imputed income with respect to on such advance; and further provided that any . Any extension of the statute of limitations relating to payment assessment of taxes any Excise Tax for the taxable year of Executive which is the Executive with respect to which such contested amount subject of the Claim is claimed to be due is limited solely to such contested amountthe Claim. Furthermore, the Company's control of the contest shall be limited to issues with respect to for which a Gross-Up Payment would be payable hereunder and the hereunder. 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c)8(c) above, the Executive becomes entitled to receive receives any refund with respect to such claimof a Claim and/or any Additional Sum, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c)8(c) above, a determination is made that the Executive shall not be entitled to any refund with respect to such claim of the Claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund of a Claim prior to the expiration of 30 thirty (30) days after such determination, then the portion of such advance attributable to a Claim shall be forgiven and shall not be required to be repaid and the repaid. The amount of such advance attributable to a Claim shall offset, to the extent thereof, the amount of Gross-Up Payment the Underpayment required to be paidpaid by the Company to Executive. (e) If, after the advance of an Additional Sum by the Company, there is a "Final Determination" (as defined below) made by the taxing authority that Executive is not entitled to any refund of such Additional Sum, or any portion thereof, then such nonrefundable amount shall be repaid to the Company by Executive within thirty (30) days after Executive receives notice of such Final Determination. A "Final Determination" shall occur when the period to contest or otherwise appeal any decision by an administrative tribunal or court of initial jurisdiction has been waived or the tie for contesting or appealing same has expired.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 Agreement) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provisionthe “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, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive Employee shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect equal to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments. (b) Subject to the provisions of Section 9(c10(c), all determinations required to be made under this Section 910, including 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 determinationPayment, shall be made by KPMG Peat Marwick or such other nationally recognized accounting a firm then auditing of independent accountants selected by the accounts Audit Committee of the Company Company’s Board of Directors which firm may be, if consistent with applicable securities laws, the firm of independent accountants engaged to audit the Company’s financial statements (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company and the Executive Employee within 15 business days after the Date of the receipt of notice from the Executive that there has been a Payment, Termination or such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any The Gross-Up Payment, if any, as determined pursuant to this Section 910(b), shall be paid by the Company to the Executive Employee within five days of the receipt of the Accounting Firm's ’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments Payment which will not have been made by the Company should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c10(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the ExecutiveEmployee. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive Employee shall not pay such claim prior to the expiration of the 30thirty-day period following the date on which he it 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). If the Company notifies the Executive Employee in writing prior to the expiration of such period that it desires to contest such claim, the Executive Employee shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive Employee harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c10(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, if in compliance with applicable securities laws, either direct the Executive Employee to pay the tax claimed and ▇s▇▇ for a refund or contest the claim in any permissible manner, and the Executive 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 Executive Employee to pay such claim and ▇s▇▇ for a refund, the Company shall advance the amount a portion of such payment equal to the ExecutiveGross-Up Payment to the Employee, on an interest-free basis, and shall indemnify and hold the Executive Employee harmless, on an after-tax basis, from any Excise Tax on the Payment or income tax (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 Executive Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive 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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c10(c), the Executive Employee becomes entitled to receive any refund with respect to such claim, the Executive Employee shall (subject to the Company's ’s complying with the requirements of Section 9(c10(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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c10(c), a determination is made that the Executive Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9, including, but not limited to, any amounts in respect of (collectivelyi) options to acquire shares of Group common stock, the "Payments"and (ii) restricted shares of Group common stock (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), provision thereto) of the 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, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the upon Payments. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 determinationPayment, shall be made by KPMG Peat Marwick or such other nationally recognized accounting a firm then auditing of independent public accountants selected by Group prior to the accounts Change of the Company Control (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (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 CompanyCompany or the Executive. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting the Change of Control, the Executive shall may 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's ’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or other penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provisionprovision thereto) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up up Payments which will not have been made by the Company should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment (together with interest and penalties incurred by the Executive in connection therewith) that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten (10) business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30thirty-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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (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 Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and hereunder; whereas the Executive shall be entitled to settle or contest, as the case may be, any other issue issued raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's ’s complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreementplan, plan arrangement or arrangement agreement with the Company, any person whose actions result in a Change in Control or any Person affiliated with the Company or any of its affiliates or any of their respective successors or assignssuch Person, but determined without regard to any additional payments required under this Section 9 5.6.4(c) (collectively, the "Payments"a “Payment”), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the “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, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (bii) Subject to the provisions of paragraph (ii) of this Section 9(c5.6.4(c), all determinations required to be made under this Section 95.6.4(c), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG Peat Marwick or such other a nationally recognized certified public accounting firm then auditing designated by the accounts of the Company Executive (the "“Accounting Firm") ”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (15) business days of the after receipt of notice from the 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 unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 95.6.4(c), shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("“Underpayment"), ”) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (iii) of this Section 9(c5.6.4(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (ciii) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten (10) business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which he it 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (iA) give the Company any information reasonably requested by the Company relating to such claim,; (iiB) take such action in connection with contesting such claim as the 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,; (iiiC) cooperate with the Company in good faith in order effectively to contest such claim, ; and (ivD) 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 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 with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this paragraph (iii) of Section 9(c5.6.4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, 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 or with respect to any imputed income with respect to such advance; and further provided 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 such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's ’s control of the contest 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by way of example and not by way of limitation, acceleration of the date of vesting, payment, rate of payment or right to future payment under any other agreementplan, plan program or arrangement with of the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the including any Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c6(c), all determinations required to be made under this Section 96, including 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 determinationPayment, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company LLP (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 PaymentPayment which would be subject to the Excise Tax, or such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 96(b), shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Payment which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c6(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing knows of such claim 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he the Executive 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c6(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the . 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (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 Executive 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-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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c6(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c6(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 Executive of an amount advanced by the Company pursuant to Section 9(c6(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty 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-Gross- Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything Notwithstanding any other provision(s) in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any paymentpayment or benefits paid, distribution, acceleration of vesting payable or other benefit which provided to the Executive receives or becomes entitled to receive, whether alone or in combination, and whether for his benefit pursuant to the terms of this Agreement Agreement, when combined with other "parachute payments" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended, (the "Code"), or any other agreementsuccessor provision thereto) provided or to be provided to the Executive from the Company, plan or arrangement with its affiliates and/or plans of the Company or any of and/or its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the "Payments")affiliates, would be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Code (such payments and/or benefits, whether provided under this Agreement or any successor provision)otherwise, 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, are hereinafter collectively referred to as the "Excise TaxParachute Payments"), then the Executive such Parachute Payments shall be entitled reduced to receive an additional payment the extent necessary so that no portion of any Parachute Payment is subject to the Excise Tax if (a "Gross-Up Payment"a) in an the net amount of such that Parachute Payments, as so reduced (after payment by deduction of all federal, state and local income taxes on such reduced Parachute Payments) is greater than (b) the Executive excess of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to net amount of such taxes) includingParachute Payments, without limitationreduction (but after deduction of all federal, any state and local income taxes (and any interest and penalties imposed with respect theretoon such Parachute Payments), and less (ii) the amount of Excise Tax imposed upon to which the Gross-Up Payment, the Executive retains an amount Employee would be subject in respect of the Gross-Up Payment equal to the Excise Tax imposed on the such Parachute Payments. (b) Subject to the provisions of Section 9(c), all . All determinations required to be made under this Section 9, including 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, Paragraph 9 shall be made by KPMG Peat Marwick or such other a lawyer, a certified public accountant with a nationally recognized certified public accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm then auditing with expertise in the accounts area of executive compensation tax law, who shall be designated by the Company (the "Accounting FirmIndependent Tax Counsel") ), which shall provide detailed supporting calculations both to the Company and the Executive Employee within 15 business days of the receipt of notice from the Executive Employee that there has been a Parachute Payment, or such earlier time as is requested by the Company. In Such determination shall be binding on the event parties hereto. The determination of which payments or benefits shall be reduced to avoid the Excise Tax shall be determined in the sole discretion of the Company; provided, however, that unless the Accounting Firm Executive gives written notice specifying a different order to the Company to effectuate the limitations described above, the Company shall first reduce or eliminate, as the case may be, those payments or benefits that will cause a dollar-for-dollar reduction in total Parachute Payments, and then by reducing or eliminating other Parachute Payments, to the extent possible, in reverse order beginning with payments or benefits that are to be paid the farthest in time from the date the reduction or elimination is unwilling or unable to perform its obligations be made. Any notice given by the Executive pursuant to this Section 9the preceding sentence, unless prohibited by law, shall take precedence over the Executive shall appoint another nationally recognized accounting firm provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlement to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder)any benefits or compensation. All fees and expenses of the Accounting Firm Independent Tax Counsel shall be borne solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, shall be paid by . (b) In the Company to event that the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall Independent Tax Counsel is revised by the Internal Revenue Service in connection with a final determination that the calculations by the Independent Tax Counsel were incorrect, that amounts received or to be binding upon received by the Company and Employee would exceed the Executive. As a result amount that is permitted to be received by the Employee without the imposition of the potential uncertainty in the application of tax under Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("UnderpaymentExcess"), consistent with the calculations required to be made hereunder. In Employee shall forego the event that the Company exhausts its remedies pursuant to Section 9(c) Excess and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 Executive shall be entitled to settle or contestreceive the Excess or, as the case may be, any other issue raised by if necessary, shall return the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant Excess attributable to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject him to the Company's complying with . The amounts to be foregone by the requirements of Section 9(c)) promptly pay Employee shall be those scheduled to be paid at the latest date. If after foregoing all payments then remaining to be paid the Excess is not eliminated, the Employee shall return 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 Executive of and forego an amount advanced by sufficient to eliminate the Company pursuant to Section 9(c), 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 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 paidExcess.

Certain Additional Payments by the Company. (a) 3.3.1 Anything in this Agreement to the contrary notwithstanding, in the event if it shall be determined that any payment, distribution, acceleration payment or distribution by the Company or any of vesting its affiliated companies to or other for the benefit which of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or Agreement, any other agreementplan, plan agreement or arrangement with the Company contract or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 3.3) (collectively, the "Payments"), a “Payment”) would be subject to the any additional tax or excise tax imposed by Section sections 409A, 457A or 4999 of the Code (or and any successor provision)provisions or sections to sections 409A, 457A and 4999) 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, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross-Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 3.3.1 during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the Payments. date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 3.3.1 shall be paid no later than the earlier of (a) the time periods described above and (b) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred. 3.3.2 Subject to the provisions of Section 9(c)3.3.3, all determinations required to be made under this Section 93.3, including 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, determination shall be made by KPMG Peat Marwick or PricewaterhouseCoopers or, as provided below, such other nationally recognized certified public accounting firm then auditing as may be designated by the accounts of the Company Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of after the receipt of notice from the 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 unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting a Change of Control, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 93.3, shall be paid by the Company to the Executive within five days of after the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm Firm, absent manifest error, shall be binding upon the Company and the Executive, subject to the last sentence of Section 3.3.1, and in no event later than the payment deadline specified in Section 3.3. 1. As a result of the potential uncertainty in the application of Section section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) 3.3.3 and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive, subject to the last sentence of Section 3.3.1, and in no event later than the payment deadline specified in Section 3.3.1. (c) 3.3.3 The Executive shall notify the Company in writing of any claim by the Internal Revenue Service IRS that, if successful, would require the payment by the Company of the Gross-Up PaymentPayment (or an additional Gross-Up Payment in the event the IRS seeks higher payment). Such notification shall be given as soon as practicable practicable, but no later than 20 10 business days after the Executive is informed in writing of such claim 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) 3.3.3.1 give the Company any information reasonably requested by the Company relating to such claim, (ii) 3.3.3.2 take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) 3.3.3.3 cooperate with the Company in good faith in order to effectively to contest such claim, and (iv) 3.3.3.4 permit the Company to participate in any proceedings relating to such claimclaims; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred at any time during the period that ends 10 years following the lifetime of the Executive in connection with such contest proceedings and shall indemnify and hold the Executive 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 limiting limitation on the foregoing provisions of this Section 9(c)3.3.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, 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 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 Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. FurthermoreThe Company shall not direct the Executive to pay such a claim and ▇▇▇ for a refund if, due to the prohibitions of section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Company's control of Company may not advance to the contest Executive the amount necessary to pay such claim. All such costs and expenses shall be limited made by the Company at least 10 days prior to issues with respect to which a Gross-Up Payment would be payable hereunder and the date that the Executive shall is required to pay or incur such costs and expenses. The costs and expenses that are subject to 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 Executive of an amount advanced paid by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive 3.3.3 shall not be entitled limited as a result of when the costs or expenses are incurred. The amounts of costs or expenses that are eligible for payment pursuant 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 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 paidthis Section 3.3.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided (including, without limitation, the acceleration of any payment, distribution, distribution or benefit and the acceleration of vesting exercisability of any stock option or other stock appreciation right), by the Company to or for the benefit which of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 6) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), similar excise tax) 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to (including any Excise Tax, income tax or payroll tax) imposed upon the Gross-Up Payment (including and any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of from the Gross-Up Payment an amount equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c6(c), all determinations required to be made under this Section 96, including determination of whether and when a Gross-Up Payment is required and of the amount of any such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by KPMG Peat Marwick or such other nationally recognized the independent public accounting firm which is then auditing the accounts of retained by the Company to audit its financial statements (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt date of notice from the Executive that there has been a Paymenttermination, if applicable, or such earlier time as is requested by the Company. In the event , provided that the Accounting Firm any determination that an Excise Tax is unwilling or unable to perform its obligations pursuant to this Section 9, payable by the Executive shall appoint another nationally recognized accounting firm to make be made on the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder)basis of substantial authority. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 96(b), shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that he has substantial authority not to report any Excise Tax on his Federal income tax return. Any determination by the Accounting Firm meeting the requirements of this Section 6(b) shall be binding upon the Company and the Executive. As ; subject only to payments pursuant to the following sentence based on a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that additional Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment")made, consistent with the calculations required to be made hereunderhereunder (the amount of such additional payments, including any interest and penalties, are referred to herein as the "Gross-Up Underpayment"). In the event that the Company exhausts its remedies pursuant to Section 9(c6(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Gross-Up Underpayment that has occurred and any such Gross-Up Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. The fees and disbursements of the Accounting Firm shall be paid by the Company. (c) The Executive 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 a Gross-Up Payment. Such notification shall be given as soon as practicable but no not later than 20 ten business days after the Executive is informed in writing receives written notice 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claimclaim and that it will bear the costs and provide the indemnification as required by this sentence, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 CompanyCompany and reasonably satisfactory to the Executive, (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; providedPROVIDED, howeverHOWEVER, 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 Executive harmless, on an after-tax basis, for any Excise Tax or Tax, income tax (or payroll tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c6(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive to pay the tax claimed and sue ▇▇▇ 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; providedPROVIDED, howeverHOWEVER, that if the Company directs the Executive to pay such claim and sue ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or Tax, income tax (or payroll 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 AND FURTHER PROVIDED that any extension of the statute of limitations relating to the payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is shall be limited solely to such contested amount, unless the Executive agrees otherwise. 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c6(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c6(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 6(c) 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 any obligation of the Executive to repay 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingcontained herein, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting Executive (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, agreement but determined without regard to any additional payments required under this Section 9 9(c) and/or 10 (collectively, the "Payments"a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision)comparable federal, state or any interest or penalties are incurred by the Executive with respect to such local excise tax tax, (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in such an amount such that after the payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto)on such taxes and the Excise Tax) on the Payment and on the Gross-Up Payment, Executive shall retain an amount equal to the Payment minus all applicable taxes on the Payment, provided however, that Executive will be entitled to receive a Gross-Up Payment only if the amount of the parachute payments as defined in Section 280G(b)(2) of the Code exceeds $50,000 plus 2.99 times the Executive’s Base Amount as defined in Section 280G(b)(3) of the Code, and (ii) the Excise Tax imposed upon the provided further, that if Executive is not entitled to receive a Gross-Up Payment, the Executive retains will receive only an amount of the parachute payments that would not include any excess parachute payments as defined in Section 280G(b)(1) of the Code. The intent of the parties is that the Company shall be solely responsible for, and shall pay, any Excise Tax on any Payment and Gross-Up Payment equal to the Excise Tax and any income and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment, as well as any loss of tax deduction caused by the PaymentsGross-Up Payment. (b) Subject to the provisions of Section 9(c), all All determinations required to be made under this Section 9Section, including including, without limitation, 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 determinationdeterminations, shall be made by KPMG Peat Marwick PricewaterhouseCoopers LLP or such any other nationally recognized accounting firm then auditing which is the accounts Company’s outside auditor at the time of the Company such determinations, which firm must be reasonably acceptable to Executive (the "“Accounting Firm") which ”). The Company shall cause the Accounting Firm to provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (15) business days of after notice is given by Executive to the receipt of notice from the Executive Company that there has been a Payment, or such earlier time as is requested by the Company. In Within two (2) business days after said notice is given to the event that Company, the Company shall instruct the Accounting Firm is unwilling or unable to perform its obligations pursuant to timely provide the data required by this Section 9, the Executive shall appoint another nationally recognized accounting firm 10 to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder)Executive. All fees and expenses of the Accounting Firm firm shall be borne solely by the Company. Any Gross-Up Payment, Payment as determined pursuant to this Section 910, shall be paid by the Company to the Executive Internal Revenue Service and/or other appropriate taxing authority on Executive’s behalf within five (5) days of the after receipt of the Accounting Firm's ’s determination. If the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion that failure to disclose or report the Excise Tax on Executive’s federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive in the Executiveabsence of material mathematical or legal error. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which Payment will not have been made by the Company that should have been made ("“Underpayment"”) or that Gross-Up Payment have been made that should not have been made (“Overpayment”), in each case, consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) 10 below and the Executive thereafter hereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to the Internal Revenue Service or other appropriate taxing authority on Executive’s behalf or, if such Underpayment has been previously paid by Executive, to Executive. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for the benefit all purposes as a loan to Executive with interest at applicable federal rate provided for in Section 7872(f) (2) of the Code, due and payable within ninety (90) days after written demand to Executive by the Company; provided, however that Executive shall have no duty or obligation whatsoever to repay said loan unless Executive’s receipt of the Overpayment, or any portion thereof, is includible in Executive’s income and Executive’s repayment of same is not deductible by Executive for federal and state income tax purposes. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service or state or local taxing authority, that, if successful, would require the payment by the Company of the Gross-Up Paymentresult in any Excise Tax or an Underpayment (“Claim”). Such notification notice shall be given as soon as practicable but no later than 20 fifteen (15) business days after the Executive is informed in writing of such claim the Claim and shall apprise reprise the Company of the nature of such claim the Claim, the administrative or judicial appeal period, and the date on which such any payment of the claim is requested to must be paid. The Executive shall not pay such any portion of the 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 amount under the Claim is due). If the Company notifies the Executive in writing prior to the expiration of such thirty (30) day period that it desires to contest such claimthe Claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim,the Claim; (ii) take such action in connection with contesting such claim the Claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim concerning the Claim by an attorney reasonably selected by the Company,Company who is reasonably acceptable to Executive; and (iii) cooperate with the Company in good faith in order to effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claimClaim; provided, however, that the Company shall bear and pay directly all costs and expenses (including including, without limitation, additional interest and penaltiespenalties and attorneys’ fees) incurred in connection with such contest contests and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including including, without limitation interest and penalties with respect theretothereon) imposed as a result of such representation and payment of costs and expensesrepresentation. Without limiting limitation upon the foregoing provisions of this the Section 9(c10(b), except as provided below, the Company shall control all proceedings taken in connection with concerning such contest and, at its sole option, may pursue or forgo forego any and all administrative appealsappeal, proceedings, hearings and conferences with the taxing authority in respect pertaining to the Claim. At the written request of such claim the Company and may, upon payment to Executive of an amount at its sole option, either direct least equal to the Claim plus any additional amount necessary to obtain the jurisdiction of the appropriate tribunal and/or court (“Additional Sum”) Executive to shall pay the tax claimed same and ▇▇▇ for a refund or contest the claim in any permissible manner, and the refund. Executive agrees to prosecute such any contest of a Claim 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 requests Executive to pay such claim the Claim 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, harmless on an after-tax basis, from any Excise Tax or income tax (including including, without limitation, interest or and penalties with respect theretothereon) imposed with respect to on such advance or with respect to for any imputed income with respect to on such advance; and further provided that any . Any extension of the statute of limitations relating to payment assessment of taxes any Excise Tax for the taxable year of Executive which is the Executive with respect to which such contested amount subject of the Claim is claimed to be due is limited solely to such contested amountthe Claim. Furthermore, the Company's ’s control of the contest shall be limited to issues with respect to for which a Gross-Up Payment would be payable hereunder and the hereunder. 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c)10(c) above, the Executive becomes entitled to receive receives any refund with respect to such claimof a Claim and/or any Additional Sum, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c)10(c) above, a determination is made that the Executive shall not be entitled to any refund with respect to such claim of the Claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund of a Claim prior to the expiration of 30 thirty (30) days after such determination, then the portion of such advance attributable to a Claim shall be forgiven and shall not be required to be repaid and the repaid. The amount of such advance attributable to a Claim shall offset, to the extent thereof, the amount of Gross-Up Payment the Underpayment required to be paidpaid by the Company to Executive. (e) If, after the advance of an Additional Sum by the Company, there is a “Final Determination” (as defined below) made by the taxing authority that Executive is not entitled to any refund of such Additional Sum, or any portion thereof, then such nonrefundable amount shall be repaid to the Company by Executive within thirty (30) days after Executive receives notice of such Final Determination. A “Final Determination” shall occur when the period to contest or otherwise appeal any decision by an administrative tribunal or court of initial jurisdiction has been waived or the tie for contesting or appealing same has expired.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration of vesting or other benefit which the Executive receives or becomes entitled to receive, whether alone or in combination, and whether pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts 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. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm ▇▇▇▇ shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provisionthe "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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the including any Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the PaymentsPayment. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 determinationPayment, shall be made by KPMG Peat Marwick or such other nationally recognized accounting a firm then auditing of independent accountants selected by the accounts Audit Committee of the Company Board, which firm may, if consistent with applicable securities laws, be the firm of independent accountants engaged to audit the Company's financial statements (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive Employee within 15 business days after the Date of the receipt of notice from the Executive that there has been a Payment, Termination or such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 99(b), shall be paid by the Company to the Executive Employee within five days of the receipt of the Accounting Firm's determinationdetermination (or, if later, within five (5) business days after the earliest date payment can be made consistent with Section 409A of the Code with respect to a "specified person" described in Code section 409A(a)(2)(B)(i)). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments Payment which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the ExecutiveEmployee. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive Employee shall not pay such claim prior to the expiration of the 30thirty-day period following the date on which he it 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). If the Company notifies the Executive Employee in writing prior to the expiration of such period that it desires to contest such claim, the Executive Employee shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive Employee harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, if in compliance with applicable securities laws, either direct the Executive Employee to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive 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 Executive Employee to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the ExecutiveEmployee, on an interest-free basis, and shall indemnify and hold the Executive Employee harmless, on an after-tax basis, from any Excise Tax or income tax (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 Executive 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 Executive 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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c), the Executive Employee becomes entitled to receive any refund with respect to such claim, the Executive Employee shall (subject to the Company's complying with the requirements of Section 9(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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or otherwise or paid or payable as a result of any other agreement, plan prior or arrangement with future actions or change in effective control or ownership (within the Company or any meaning of its affiliates or any Section 280G of their respective successors or assignsthe Code), but determined without regard to any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to and any benefits that result from the Gross-Up Payment deductibility by the Executive of such taxes (including including, in each case, any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 KPMG Peat Marwick Ernst & Young or such other nationally recognized "Big Five" (or its equivalent) certified public accounting firm then auditing as may be designated by the accounts of Executive and reasonably acceptable to 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. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting the Change of Control, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five 10 business days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he it 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in m connection with contesting such claim as the 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 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 Executive 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 the payment of costs and expensesexpenses relating to such representation. Without limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, 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 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 Executive 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 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 authorityauthority at his sole cost and expense. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(a) or 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreementplan, plan arrangement or arrangement agreement with the Company, any person whose actions result in a Change in Control or any Person affiliated with the Company or any of its affiliates or any of their respective successors or assignssuch Person, but determined without regard to any additional payments required under this Section 9 5.6.4(c) (collectively, the "Payments"a “Payment”), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the “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, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (bii) Subject to the provisions of paragraph (ii) of this Section 9(c5.6.4(c), all determinations required to be made under this Section 95.6.4(c), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG Peat Marwick or such other a nationally recognized certified public accounting firm then auditing designated by the accounts of the Company Executive (the "“Accounting Firm") ”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (15) business days of the after receipt of notice from the 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 unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 95.6.4(c), shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("“Underpayment"), ”) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (iii) of this Section 9(c5.6.4(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (ciii) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten (10) business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the thirty- (30-) day period following the date on which he it 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (iA) give the Company any information reasonably requested by the Company relating to such claim,; (iiB) take such action in connection with contesting such claim as the 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,; (iiiC) cooperate with the Company in good faith in order effectively to contest such claim, ; and (ivD) 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 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 with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this paragraph (iii) of Section 9(c5.6.4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive to pay the tax claimed and ▇s▇▇ 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 such claim and ▇s▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, 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 or with respect to any imputed income with respect to such advance; and further provided 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 such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's ’s control of the contest 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, be any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment or distribution by the Company or any of its affiliates, distributionor any one or more trusts established by the Company for the benefit of its employees to, acceleration of vesting or other for the benefit which of, the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (or any successor provisionthe "Code"), as amended 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of paragraph (c) of this Section 9(c)9, all determinations required to be made under this Section 9, including 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 KPMG Peat Marwick or such other nationally recognized a certified public accounting firm then auditing designated by the accounts of the Company Executive (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. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting the change of control, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company company exhausts its remedies pursuant to paragraph (c) of this Section 9(c) 9 and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no not later than 20 ten (10) business days after the Executive is informed in writing 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 Executive shall Shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which he it 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably reasonable 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 to effectively to contest such claim, ; and (iv) permit the Company to participate in any proceedings relating to such claim; providedPROVIDED, 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 Executive 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 limiting limitation on the foregoing provisions of this paragraph (c) of Section 9(c)9, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim in any permissible permiss▇▇▇e 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; providedPROVIDED, however, that if the Company directs the Executive to pay such claim and ▇▇▇ sue 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 h▇▇▇ 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 or with respect to any imputed income with respect to such advance; and further provided 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 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph (c) of this Section 9(c)9, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of paragraph (c) of this Section 9(c)9) 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 Executive of an amount advanced by the Company pursuant to paragraph (c) of this Section 9(c)9, 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsAgreement, but determined without regard to any additional payments required under this Section 9 13 (collectively, the a "PaymentsPayment"), would be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), 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, are hereinafter collectively referred to as the "Excise TaxCode"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c13(c), all determinations required to be made under this Section 913, including 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 KPMG Peat Marwick ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or such other nationally recognized certified public accounting firm then auditing as may be designated by the accounts of the Company Executive (the "Accounting Firm") and which shall be reasonably acceptable to the Company, 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. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 913, shall be paid by the Company to the Executive within five ten days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c13(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred occurred, together with the amount of any interest and penalties imposed as a result thereof, and any such Underpayment amounts shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he it 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 repre sentation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c13(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, 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 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 Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. ; and further provided that at any time when the Company fails to pay any material amount that it is obligated to pay under this Section 13(c) within 30 days after such amount becomes due (except to the extent the Company is contesting its obligation to pay such amount in good faith), the Executive rather than the Company shall thereafter have control over such proceeding and may make all determinations (provided that the foregoing shall not relieve the Company of its liability under this Section 13.) 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c13(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c13(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 Executive of an amount advanced by the Company pursuant to Section 9(c13(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company or any of vesting its affiliated companies to or other for the benefit which of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to excluding any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), would ) is or will be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a an "Gross-Up Additional Payment") in an amount such that after payment by the Executive of (i) all taxes with respect equal to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up PaymentPayments. For avoidance of doubt, the Executive retains this Section 9 provides for an amount of the Gross-Up Additional Payment equal to the Excise Tax imposed on the Payments, but it does not provide for an Additional Payment on any Additional Payment made pursuant to this Section 9. Notwithstanding the foregoing provisions of this Section 9(a), if it shall be determined that the Executive is entitled to an Additional Payment, but that the Payments do not exceed 110% of the greatest amount (the "Reduced Amount") that could be paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax, then no Additional Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up an Additional Payment is required and the amount of such Gross-Up Additional Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG Peat Marwick or such other nationally recognized registered public accounting firm then auditing as may be designated by the accounts of the Company Executive (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. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized registered public 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 solely by the Company. Any Gross-Up Additional Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination; provided, however, that any such Additional Payment shall be paid no later than the last day of the calendar year following the calendar year in which the Executive remits the Excise Tax. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Additional Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise TaxTax on any Payments, the 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 the benefit of the Executive; provided, however, that any such Underpayment shall be paid no later than the last day of the calendar year following the calendar year in which the Executive remits the related Excise Tax. (c) The Executive 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 Additional Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he it 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 an Additional 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. Notwithstanding anything contained herein to the contrary, any payment or reimbursement by the Company of costs and expenses incurred by the Executive in connection with a contest relating to the Excise Tax, as provided herein, shall be paid promptly, but in all events no later than the last day of the calendar year following the calendar year in which the Executive remitted the Excise Tax or if, following any tax audit or litigation no Excise Tax is paid, the end of the calendar year following the calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation. For avoidance of doubt, nothing in this Section 9(c) shall be interpreted as requiring the Company to indemnify or otherwise reimburse the Executive for any Excise Tax, income tax or other tax (including interest and penalties with respect thereto) imposed upon any Additional Payment under Section 9(a) or any Underpayment under Section 9(b), whether or not paid in connection with a contest under this Section 9(c). (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, then, except as provided below in this Section 9(d), the Executive shall (subject to the Company's complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). It is the Company's and the Executive's intent that the Executive not incur any additional taxes as a result of the Company's payment of an advance pursuant to Section 9(c). Consequently, any amount required to be refunded by the Executive pursuant to this Section 9(d) shall be reduced by an amount that is equal, on an after tax basis, to any taxes recognized by the Executive as a result of the Company's prior payment of any refunded advance. If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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 Additional Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 7) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c7(c), all determinations required to be made under this Section 97, including 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 KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company Ernst & Young, LLP (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. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting the Change of Control, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 97, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c7(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he it 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting limitation on the foregoing provisions of this Section 9(c7(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c7(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c7(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 Executive of an amount advanced by the Company pursuant to Section 9(c7(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreementcompensation plan, plan program or arrangement with including but not limited to the Company proceeds from the exercise of stock option grants the Executive is entitled to receive on the date of a Change of Control or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c)) below, all determinations required to be made under this Section 9, including 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 KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company Ernst & Young (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. In the event that the Accounting Firm is unwilling serving (or unable to perform its obligations pursuant to this Section 9has, during the three years preceding the Effective Date, served) as accountant or auditor for the individual, entity or group effecting the Change of Control, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he it 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 Proceedings relating to such claim; 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 Executive 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 limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive to pay the tax claimed and ▇▇▇ sue 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 such claim and ▇▇▇ sue for a refund, the Company shall advance the amount of such payment paym▇▇▇ to the Executive, on an interest-free basis, 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9, including, but not limited to, any amounts in respect of (collectivelyi) options to acquire shares of Group common stock, the and (ii) restricted shares of Group common stock (a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), provision thereto) of the 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the upon Payments. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 determinationPayment, shall be made by KPMG Peat Marwick or such other nationally recognized accounting a firm then auditing of independent public accountants selected by Group prior to the accounts Change of the Company Control (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (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 CompanyCompany or the Executive. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting the Change of Control, the Executive shall may 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or other penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provisionprovision thereto) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment (together with interest and penalties incurred by the Executive in connection therewith) that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten (10) business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30thirty-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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (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 Executive 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 hereunder; whereas the Executive shall be entitled to settle or contest, as the case may be, any other issue issued raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to Notwithstanding the contrary notwithstandingforegoing, in if all or any portion of the event it shall be determined that any payment, distribution, acceleration of vesting Termination Payments either alone or together with all other benefit payments and benefits which the Executive receives or becomes is then entitled to receive, whether alone or in combination, and whether receive (pursuant to the terms of this Agreement or any other agreement, plan or arrangement with otherwise) from the Company or any of its affiliates or any of their respective successors or assignsSubsidiary (all such payments and benefits, but determined without regard to any additional payments required under this Section 9 (collectivelyincluding the Termination Payments, the "PaymentsTermination Benefits"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax")constitute a Parachute Payment, then the Payments to Executive under Section5 (a) shall be entitled to receive an additional payment increased (such increase, a "Gross-Up Payment") in an amount such that ), but only to the extent necessary to ensure that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Termination Benefits. The foregoing calculations shall be made, at the Company's expense, by the Company and Executive. If no agreement on the Payments. calculations is reached within thirty (b30) Subject to business days after the provisions date of Section 9(c)Termination, all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and then the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing which regularly audits the accounts financial statements of the Company (the "Accounting FirmAuditors") which shall provide detailed supporting calculations both to review the Company calculations. The determination of such firm shall be conclusive and binding on all parties and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or expense for such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, accountants shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's Company. Pending such determination. Any determination by the Accounting Firm shall be binding upon , the Company shall continue to make all other required payments to Executive at the time and in the Executivemanner provided herein and shall pay the largest portion of such payments and benefits that, in the Company's reasonable judgment, may be paid without triggering the Excise Tax. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunderCode, it is possible that Termination Payments or Gross-Up Payments will have been made by the Company which should not have been made (an "Overpayment") or that additional Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"). If it is determined by the Company and Executive, consistent or, if no agreement is reached by the Company and Executive, the Auditors, than an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company, together with interest at the calculations required to be made hereunderapplicable federal rate provided for in section 7872(f)(2) of the Code. In the event that the Company exhausts its remedies pursuant to Section 9(c) and Executive, or, if no agreement is reached by the Executive thereafter is required to make a payment of any Excise TaxCompany and Executive, the Accounting Firm shall Auditors, determine the amount of the that an Underpayment that has occurred and any occurred, such Underpayment shall promptly be promptly paid by the Company to or for the benefit of Executive, together with interest at the Executive. (capplicable federal rate provided for in section 7872(f)(2)(A) of the Code. The Company and Executive shall notify the Company in writing give each other prompt written notice of any claim by information that could reasonable result in the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Company (determination that an Overpayment or such shorter period ending on the date that any payment of taxes 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, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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 authorityUnderpayment has been made. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration economic benefit or payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveEmployee, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, but not limited to, any economic benefit received by the Employee by reason of the acceleration of rights under the various option, restricted stock and stock appreciation right plans of the Company, but excluding any other agreementeconomic benefit which by the terms of the agreement or other document providing for such economic benefit, plan or arrangement with is expressly excluded from inclusion in the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under economic benefits covered by this Section 9 9(a)) (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Up-Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the including any Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 determinationPayment, shall be made by KPMG Peat Marwick or such other nationally recognized the Company's regular outside independent public accounting firm then auditing the accounts of the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive Employee within 15 business days of the receipt Date of notice from the Executive that there has been a PaymentTermination, if applicable, or such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 99(b), shall be paid by the Company to the Executive Employee within five 5 days of the 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 an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the ExecutiveEmployee. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing later of either (i) the date the Employee has actual knowledge of such claim claim, or (ii) ten days after the Internal Revenue Service issues to the Employee either a written report proposing imposition of the Excise Tax or a statutory notice of Deficiency with respect thereto, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive Employee shall not pay such claim prior to the expiration of the 30thirty-day period following the date on which he it 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). If the Company notifies the Executive Employee in writing prior to the expiration of such period that it desires to contest such claim, the Executive Employee shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive Employee harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation of the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive Employee to request or accede to a request for an extension of the statute of limitations with respect only to the tax claimed, or pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive 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 Executive Employee to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the ExecutiveEmployee, on an interest-free basis, basis and shall indemnify and hold the Executive Employee harmless, on an after-tax basis, from any Excise Tax or income tax (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 requested or acceded to by the Employee at the Company's request and relating to payment of taxes for the taxable year of the Executive 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 Executive 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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c), the Executive Employee becomes entitled to receive any refund with respect to such claim, the Executive Employee shall (subject to the Company's complying with the requirements of Section 9(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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty 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. (e) In the event that any state or municipality or subdivision thereof shall subject any Payment to any special tax which shall be in addition to the generally applicable income tax imposed by such state , municipality, or subdivision with respect to receipt of such Payment, the foregoing provisions of this Section 9 shall apply, mutatis mutandis, with respect to such special tax.

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 10(h)) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (bii) Subject to the provisions of Section 9(c10(h)(iii), all determinations required to be made under this Section 910(h), including 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 KPMG Peat Marwick or such other a nationally recognized accounting firm then auditing the accounts 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. In The Accounting Firm shall be jointly selected by the event that Company and the Executive and shall not, during the two years preceding the date of its selection, have acted in any way on behalf of the Company. If the Company and the Executive cannot agree on the firm to serve as the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9Firm, then the Company and the Executive shall appoint another each select a nationally recognized accounting firm and those two firms shall jointly select a nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to serve as the Accounting Firm hereunder)Firm. 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 910(h), shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c10(h)(iii) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (ciii) The Executive 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 a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, (iiB) take such action in connection with contesting such claim as the 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, (iiiC) cooperate with the Company in good faith in order effectively to contest such claim, and (ivD) 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 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 with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c10(h)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, 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 or with respect to any imputed income with respect to such advance; and further provided that ------- -------- the Executive shall not be required by the Company to agree to any extension of the statute of limitations relating to the payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due unless such extension 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 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. (div) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c10(h)(iii), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c10(h)(iii)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, If after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c10(h)(iii), 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 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. (v) If, pursuant to regulations issued under Section 280G or 4999 of the Code, the Company and the Executive were required to make a preliminary determination of the amount of an excess parachute payment (as contemplated by Q/A 33 of the proposed regulations under Section 280G of the Code as issued on May 4, 1989) and thereafter a redetermination of the Excise Tax is required under the applicable regulations, the parties shall request the Accounting Firm to make such redetermination. If as a result of such redetermination an additional Gross-Up Payment is required, the amount thereof shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. If the redetermination of the Excise Tax results in a reduction of the Excise Tax, the Executive shall take such steps as the Company may reasonably direct in order to obtain a refund of the excess Excise Tax paid. If the Company determines that any suit or proceeding is necessary or advisable in order to obtain such refund, the provisions of Section 10(h)(iii) relating to the contesting of a claim shall apply to the claim for such refund, including, without limitation, the provisions concerning legal representation, cooperation by the Executive, participation by the Company in the proceedings and indemnification by the Company. Upon receipt of any such refund, the Executive shall promptly pay the amount of such refund to the Company. If the amount of the income taxes otherwise payable by the Executive in respect of the year in which the Executive makes such payment to the Company is reduced as a result of such payment, the Executive shall, no later than the filing of his income tax return in respect of such year, pay the amount of such tax benefit to the Company. In the event there is a subsequent redetermination of the Executive's income taxes resulting in a reduction of such tax benefit, the Company shall, promptly after receipt of notice of such reduction, pay to the Executive the amount of such reduction. If the Company objects to the calculation or recalculation of the tax benefit, as described in the preceding two sentences, the Accounting Firm shall make the final determination of the appropriate amount. The Executive shall not be obligated to pay to the Company the amount of any further tax benefits that may be realized by him as a result of paying to the Company the amount of the initial tax benefit.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration economic benefit or payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveEmployee, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, but not limited to, any economic benefit received by the Employee by reason of the acceleration of rights under the various option, restricted stock and stock appreciation right plans of the Company, but excluding any other agreementeconomic benefit, plan which by the terms of the agreement or arrangement with other document providing for such economic benefit, is expressly excluded from inclusion in the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under economic benefits covered by this Section 9 9(a)) (collectively, the "Payments"a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive Employee shall be entitled to receive an additional payment (a "“Gross-Up Up-Payment"”) in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the including any Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 determinationPayment, shall be made by KPMG Peat Marwick or such other nationally recognized the Company’s regular outside independent public accounting firm then auditing the accounts of the Company (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company and the Executive Employee within 15 business days of the receipt Date of notice from the Executive that there has been a PaymentTermination, if applicable, or such earlier time as is requested by the CompanyCompany . In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 99(b), shall be paid by the Company to the Executive Employee within five 5 days of the receipt of the Accounting Firm's ’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with an opinion that the Employee has substantial authority not to report any Excise Tax on the Employee’s federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the ExecutiveEmployee. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing later of either (i) the date the Employee has actual knowledge of such claim claim, or (ii) ten days after the Internal Revenue Service issues to the Employee either a written report proposing imposition of the Excise Tax or a statutory Notice of Deficiency with respect thereto, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive Employee shall not pay such claim prior to the expiration of the 30thirty-day period following the date on which he it 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). If the Company notifies the Executive Employee in writing prior to the expiration of such period that it desires to contest such claim, the Executive Employee shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive Employee harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation of the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive Employee to request or accede to a request for an extension of the statute of limitations with respect only to the tax claimed, or pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive 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 Executive Employee to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the ExecutiveEmployee, on an interest-free basis, basis and shall indemnify and hold the Executive Employee harmless, on an after-tax basis, from any Excise Tax or income tax (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 requested or acceded to by the Employee at the Company’s request and relating to payment of taxes for the taxable year of the Executive Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive 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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c), the Executive Employee becomes entitled to receive any refund with respect to such claim, the Executive Employee shall (subject to the Company's ’s complying with the requirements of Section 9(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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty 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. (e) In the event that any state or municipality or subdivision thereof shall subject any Payment to any special tax which shall be in addition to the generally applicable income tax imposed by such state , municipality, or subdivision with respect to receipt of such Payment, the foregoing provisions of this Section 9 shall apply, mutatis mutandis, with respect to such special tax.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration of vesting or other benefit which the Executive receives or becomes entitled to receive, whether alone or in combination, and whether pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 10 (collectively, the "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments. (b) Subject to the provisions of Section 9(c10(c), all determinations required to be made under this Section 910, including 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 KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts 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. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 910, the 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 solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 910, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c10(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive shall notify the Company 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 Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c10(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c10(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c10(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 Executive of an amount advanced by the Company pursuant to Section 9(c10(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by way of example and not by way of limitation, acceleration of the date of vesting, payment, rate of payment or right to future payment under any other agreementplan, plan program or arrangement with of the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provisionthe "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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the including any Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c6(c), all determinations required to be made under this Section 96, including 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 determinationPayment, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company LLP (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 PaymentPayment which would be subject to the Excise Tax, or such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any The initial Gross-Up Paymentpayment, if any, as determined pursuant to this Section 96(b), shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Payment which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c6(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no not later than 20 ten business days after the Executive is informed in writing knows of such claim 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with which 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, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive harmless, on an after-tax basis, for any Excise Tax or income tax (other taxes, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c6(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive to pay the tax claimed and sue ▇▇▇ for a refund or contest the claim in any permissible manner, and the . 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 such claim and sue ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (other taxes, 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 statue 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, 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c6(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c6(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.by

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution in the nature of vesting compensation (within the meaning of Section 28OG(b)(2) of the Code) to or other for the benefit which of the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)Code, or together with any interest or penalties are incurred by the Executive imposed with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a the "Gross-Up Payment") in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including and any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c8(c), all determinations required to be made under this Section 98, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company PriceWaterhouseCoopers (the "Accounting Firm") which ). 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 there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.been

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreementcompensation plan, plan program or arrangement with including but not limited to the Company proceeds from the exercise of stock option grants the Executive is entitled to receive on the date of a Change of Control or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c)) below, all determinations required to be made under this Section 9, including 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 KPMG Peat Marwick or such other nationally recognized accounting firm then auditing the accounts of the Company Ernst & Young (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. In the event that the Accounting Firm is unwilling serving (or unable to perform its obligations pursuant to this Section 9has, during the three years preceding the Effective Date, served) as accountant or auditor for the individual, entity or group effecting the Change of Control, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he it 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 Proceedings relating to such claim; 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 Executive 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 limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, 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 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 Executive 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsAgreement, but determined without regard to any additional payments required under this Section 9 13 (collectively, the a "PaymentsPayment"), would be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), 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, are hereinafter collectively referred to as the "Excise TaxCode"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. (b) Subject to the provisions of Section 9(c13(c), all determinations required to be made under this Section 913, including 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 KPMG Peat Marwick ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or such other nationally recognized certified public accounting firm then auditing as may be designated by the accounts of the Company Executive (the "Accounting Firm") and which shall be reasonably acceptable to the Company, 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. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 913, shall be paid by the Company to the Executive within five ten days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c13(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred occurred, together with the amount of any interest and penalties imposed as a result thereof, and any such Underpayment amounts shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he it 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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive 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 limiting limitation on the foregoing provisions of this Section 9(c13(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, 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 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 Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. ; and further provided that at any time when the Company fails to pay any material amount that it is obligated to pay under this Section 13(c) within 30 days after such amount becomes due (except to the extent the Company is contesting its obligation to pay such amount in good faith), the Executive rather than the Company shall thereafter have control over such proceeding and may make all determinations (provided that the foregoing shall not relieve the Company of its liability under this Section 13.) 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 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c13(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c13(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 Executive of an amount advanced by the Company pursuant to Section 9(c13(c), 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 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provisionthe "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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the including any Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the PaymentsPayment. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 determinationPayment, shall be made by KPMG Peat Marwick Deloitte & Touche LLP, or such other nationally recognized accounting firm then auditing of independent accountants engaged to audit the accounts of the Company Company's financial statements (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive Employee within 15 business days after the Date of the receipt of notice from the Executive that there has been a Payment, Termination or such earlier time as is requested by the Company. In the event that the Accounting Firm is unwilling or unable to perform its obligations pursuant to this Section 9, the 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 solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 99(b), shall be paid by the Company to the Executive Employee within five days of the 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 an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments Payment which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the 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 the benefit of the ExecutiveEmployee. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten business days after the Executive is informed in writing 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 Executive Employee shall not pay such claim prior to the expiration of the 30thirty-day period following the date on which he it 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). If the Company notifies the Executive Employee in writing prior to the expiration of such period that it desires to contest such claim, the Executive Employee shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive Employee harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 Executive Employee to pay the tax claimed and ▇▇▇ sue for a refund or contest the claim cla▇▇ in any permissible manner, and the Executive 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 Executive Employee to pay such claim and ▇▇▇ sue for a refund, the Company shall advance ▇▇vance the amount of such payment to the ExecutiveEmployee, on an interest-free basis, and shall indemnify and hold the Executive Employee harmless, on an after-tax basis, from any Excise Tax or income tax (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 Executive 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 Executive 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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c), the Executive Employee becomes entitled to receive any refund with respect to such claim, the Executive Employee shall (subject to the Company's complying with the requirements of Section 9(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 Executive Employee of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty 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.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9, including, but not limited to, any amounts in respect of (collectivelyi) options to acquire shares of Group common stock, the and (ii) restricted shares of Group common stock (a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), provision thereto) of the 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, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the upon Payments. (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including 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 determinationPayment, shall be made by KPMG Peat Marwick or such other nationally recognized accounting a firm then auditing of independent public accountants selected by Group prior to the accounts Change of the Company Control (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (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 CompanyCompany or the Executive. In the event that the Accounting Firm is unwilling serving as accountant or unable to perform its obligations pursuant to this Section 9auditor for the individual, entity or group effecting the Change of Control, the Executive shall may 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 solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or other penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provisionprovision thereto) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment (together with interest and penalties incurred by the Executive in connection therewith) that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive 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 Payment. Such notification shall be given as soon as practicable but no later than 20 ten (10) business days after the Executive is informed in writing 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 Executive shall not pay such claim prior to the expiration of the 30thirty-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). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the 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 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 Executive harmless, on an after-tax basis, for any Excise Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 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 such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (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 Executive 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 hereunder; whereas 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. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(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 Executive of an amount advanced by the Company pursuant to Section 9(c), 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 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.