Common use of Determination Procedures Clause in Contracts

Determination Procedures. All determinations required to be made under this Appendix shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining the total dollar amount of the Parachute Payment attributable to the Payments, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants. (b) Within ten (10) business days after each receipt of written notice from the Company or the Executive that a Parachute Payment has or is to be made, then the Independent Auditors shall provide both the Executive and the Company with a written determination of the Parachute Payment attributable to that Payment, together with detailed supporting calculations with respect to the Gross-Up Payment to which the Executive is entitled hereunder by reason of those various Parachute Payments. The Company shall pay the resulting Gross-Up Payment to the Executive within three (3) business days after receipt of such determination or (if later) contemporaneously with the Payment triggering such Gross-Up Payment. (c) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations by the Independent Auditors shall be made on the basis of “substantial authority” (within the meaning of Section 6662 of the Code). (d) The Company and the Executive shall each provide the Independent Auditors with access to and copies of any books, records and documents in their possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this Appendix. (e) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the Company, and to the extent those fees or expenses are treated as a Parachute Payment, they shall be taken into account in the calculation of the Gross-Up Payment to which the Executive is entitled under this Appendix.

Determination Procedures. All determinations required to be made under this Appendix shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining the total dollar amount of the Parachute Payment attributable to the Payments, the Independent Auditors shall make a reasonable determination of the value to be assigned to the any restrictive covenants which will be in effect for the Executive you pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall be reduced by the value of those restrictive covenants. (b) Within ten (10) business days after each receipt of written notice from the Company or the Executive you that a Parachute Payment has or is to be made, then the Independent Auditors shall provide both the Executive you and the Company with a written determination of the Parachute Payment attributable to that Payment, together with detailed supporting calculations with respect to the Parachute Gross-Up Payment to which the Executive is you are entitled hereunder by reason of those various Parachute Payments. The Company shall pay the resulting Parachute Gross-Up Payment to the Executive you within three (3) business days after receipt of such determination or (if later) contemporaneously with the Payment triggering such Parachute Gross-Up Payment. (c) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations by the Independent Auditors shall be made on at the basis of “substantial authority” (within the meaning of Section 6662 discretion of the Code)Independent Auditors. (d) The Company and the Executive you shall each provide the Independent Auditors with access to and copies of any books, records and documents in their possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this Appendix. (e) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the Company, and to the extent those fees or expenses are treated as a Parachute Payment, they shall be taken into account in the calculation of the Parachute Gross-Up Payment to which the Executive is you are entitled under this Appendix.

Determination Procedures. All determinations required to be made under this Appendix Part Four shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining the total dollar amount of the Parachute Payment attributable to the Payments, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants. (b) Within ten (10) business days after each receipt of written notice from the Company Corporation or the Executive that a Change in Control Severance Payment or Other Parachute Payment has or is to be mademade or that one or more Options have or will become Acquisition-Accelerated Options, then the Independent Auditors shall provide both the Executive and the Company Corporation with a written determination of the Parachute Payment attributable to that PaymentChange in Control Severance Payment or Other Parachute Payment or the Option Parachute Payment attributable to those Acquisition-Accelerated Options, together with detailed supporting calculations with respect to the Gross-Up Payment to which the Executive is entitled hereunder by reason of those various Parachute Payments. The Company Corporation shall pay the resulting Gross-Up Payment to the Executive within three (3) business days after receipt of such determination or (if later) contemporaneously with the Change in Control Severance Payment, Other Parachute Payment or Acquisition-Accelerated Options triggering such Gross-Up Payment. (cb) In the event the temporary, proposed or final Treasury Regulations in effect at the time under Code Section 280G (or applicable judicial decisions) specifically address the status of any Change in Control Severance Payment, Acquisition-Accelerated Option or Other Parachute Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations by the Independent Auditors shall be made on the basis of “"substantial authority” " (within the meaning of Section 6662 of the Code). (dc) The Company Corporation and the Executive shall each provide the Independent Auditors with access to and copies of any books, records and documents in their possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this AppendixPart Four. (ed) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the CompanyCorporation, and to the extent those fees or expenses are treated as a Parachute Payment, they shall be taken into account in the calculation of the Gross-Up Payment to which the Executive is entitled under this AppendixPart Four.

Determination Procedures. All determinations required to be made under this Appendix Part Five shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining the total dollar amount of the Parachute Payment attributable to the Payments, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants. (b) Within ten (10) business days after each receipt of written notice from the Company Corporation or the Executive that a the Special Change in Control Payment or any Change in Control Severance Payment or Other Parachute Payment has or is to be mademade or that one or more Options have or will become Acquisition-Accelerated Options, then the Independent Auditors shall provide both the Executive and the Company Corporation with a written determination of the Parachute Payment attributable to that Special Change in Control Payment, Change in Control Severance Payment or Other Parachute Payment or the Option Parachute Payment attributable to those Acquisition-Accelerated Options, together with detailed supporting calculations with respect to the Gross-Up Payment to which the Executive is entitled hereunder by reason of those various Parachute Payments. The Company Corporation shall pay the resulting Gross-Up Payment to the Executive within three (3) business days after receipt of such determination or (if later) contemporaneously with the Special Change in Control Payment, Change in Control Severance Payment, Other Parachute Payment or Acquisition-Accelerated Options triggering such Gross-Up Payment. (cb) In the event the temporary, proposed or final Treasury Regulations in effect at the time under Code Section 280G (or applicable judicial decisions) specifically address the status of the Special Change in Control Payment, any Change in Control Severance Payment, Acquisition-Accelerated Option or Other Parachute Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations by the Independent Auditors shall be made on the basis of “"substantial authority” " (within the meaning of Section 6662 of the Code). (dc) The Company Corporation and the Executive shall each provide the Independent Auditors with access to and copies of any books, records and documents in their possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this AppendixPart Five. (ed) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the CompanyCorporation, and to the extent those fees or expenses are treated as a Parachute Payment, they shall be taken into account in the calculation of the Gross-Up Payment to which the Executive is entitled under this AppendixPart Five.

Determination Procedures. All determinations required to be made under this Appendix Section 7 shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining the total dollar amount of the Parachute Payment attributable to the Payments, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants. (bi) Within ten (10) business days after each receipt of written notice from the Company EMC or the Executive that a Parachute Payment the Executive has received or is to be madereceive one or more payments or benefits under this Agreement, other than a regular payment of salary, target bonus or an employee benefit generally made available to employees of EMC, then the Independent Auditors shall provide both the Executive and the Company EMC with a written determination of the Parachute Payment Payments, if any, attributable to that Paymentsuch payments or benefits, together with detailed supporting calculations with respect to the Gross-Up Payment to which the Executive is entitled hereunder by reason of those various Parachute Payments. The Company For purposes of this Agreement, a Parachute Payment shall mean a payment or benefit that constitutes a parachute payment within the meaning of Code Section 280G(b)(2) and the Treasury regulations issued thereunder. EMC shall pay the resulting Gross-Up Payment to the Executive within three (3) business days after receipt of such determination or (if later) contemporaneously with the Payment triggering such Gross-Up Paymentdetermination. (cii) In the event the temporary, proposed or final Treasury Regulations in effect at the time under Code Section 280G (or applicable judicial decisions) specifically address the status of any Parachute Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controllingcontrolling if they are in effect per their stated effective date at the time. All other determinations by the Independent Auditors shall be made on the basis of “substantial authority” (within the meaning of Section 6662 of the Code). (diii) The Company EMC and the Executive shall each provide the Independent Auditors with access to and copies of any books, records and documents in their possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this AppendixSection 7. (eiv) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the CompanyEMC, and to the extent those fees or expenses are treated as a Parachute Payment, they shall be taken into account in the calculation of the Gross-Up Payment to which the Executive is entitled under this AppendixSection 6.

Determination Procedures. All determinations required to be made under this Appendix Part Four shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining the total dollar amount of the Parachute Payment attributable to the Payments, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants. (b) Within ten (10) business days after each receipt of written notice from the Company Corporation or the Executive that a Change in Control Severance Payment or Other Parachute Payment has or is to be mademade or that one or more Options have or will become Acquisition-Accelerated Options, then the Independent Auditors shall provide both the Executive and the Company Corporation with a written determination of the Parachute Payment attributable to that PaymentChange in Control Severance Payment or Other Parachute Payment or the Option Parachute Payment attributable to those Acquisition-Accelerated Options, together with detailed supporting calculations with respect to the Gross-Up Payment to which the Executive is entitled hereunder by reason of those various Parachute Payments. The Company Corporation shall pay the resulting Gross-Up Payment to the Executive within three (3) business days after receipt of such determination or (if later) contemporaneously with the Change in Control Severance Payment, Other Parachute Payment or Acquisition-Accelerated Options triggering such Gross-Up Payment. (cb) In the event the temporary, proposed or final Treasury Regulations in effect at the time under Code Section 280G (or applicable judicial decisions) specifically address the status of any Change in Control Severance Payment, Acquisition-Accelerated Option or Other Parachute Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations by the Independent Auditors shall be made on the basis of “substantial authority” (within the meaning of Section 6662 of the Code). (dc) The Company Corporation and the Executive shall each provide the Independent Auditors with access to and copies of any books, records and documents in their possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this AppendixPart Four. (ed) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the CompanyCorporation, and to the extent those fees or expenses are treated as a Parachute Payment, they shall be taken into account in the calculation of the Gross-Up Payment to which the Executive is entitled under this AppendixPart Four.

Determination Procedures. All determinations required to be made under this Appendix Part Three shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining the total dollar amount of the Parachute Payment attributable to the Payments, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced If your employment is terminated by the value of those restrictive covenants. (b) Within Company during the Pre-Closing Period for any reason other than a Termination for Cause, then within ten (10) business days after each receipt the closing of written notice from the Company or the Executive that a Parachute Payment has or is to be madeChange in Control, then the Independent Auditors shall provide both you and the Executive Company with a written determination of the Parachute Payments attributable to your Acquisition-Accelerated Equity Awards (if any), your Change in Control Severance Benefits under Part Two and any Other Parachute Payment to which you are entitled, together with detailed supporting calculations with respect to the reduction in Change in Control Severance Benefits by reason of those various Parachute Payments. (b) In the event your employment terminates pursuant to an Involuntary Termination coincident with or within 12 months following a Change in Control, then the following determination procedures shall be in effect: • Within ten business days after the closing of the Change in Control, the Independent Auditors shall provide both you and the Company with a written determination of the Parachute Payment attributable to that Paymentyour Acquisition-Accelerated Equity Awards (if any), together with detailed supporting calculations with respect to the Gross-Up reduction in Change in Control Severance Benefits by reason of that Parachute Payment. • Within ten business days after the date of your Involuntary Termination, the Independent Auditors shall provide both you and the Company with a written determination of the Parachute Payments attributable to any Change in Control Severance Benefits or Other Parachute Payment to which you are entitled, together with detailed supporting calculations with respect to the Executive is entitled hereunder reduction in Change in Control Severance Benefits by reason of those various Parachute Payments. The Company shall pay the resulting Gross-Up Payment to the Executive within three (3) business days after receipt of such determination or (if later) contemporaneously with the Payment triggering such Gross-Up Payment. (c) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations by the Independent Auditors shall be made on the basis of “substantial authority” (within the meaning of Section 6662 of the Code). (d) The Company and the Executive shall each provide the Independent Auditors with access to and copies of any books, records and documents in their possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this Appendix. (e) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the Company, and to the extent those fees or expenses are treated as a Parachute Payment, they shall be taken into account in the calculation of the Gross-Up Payment to which the Executive is entitled under this Appendix.

Determination Procedures. All determinations required to be made under this Appendix Part Three shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining If your Involuntary Termination occurs during the total dollar amount of the Parachute Payment attributable to the PaymentsPre-Closing Period, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants. (b) Within then within ten (10) business days after each receipt the closing of written notice from the Company or the Executive that a Parachute Payment has or is to be madeChange in Control, then the Independent Auditors shall provide both the Executive you and the Company with a written determination of the Parachute COC Payments attributable to your Acquisition-Accelerated Options, Acquisition-Accelerated RSUs and Acquisition-Accelerated Stock Appreciation Rights (if any), the COC Payment attributable to that Paymentyour Change in Control Severance Payments under Part Two, the COC Payment attributable to your Cash Award (to the extent not otherwise included in the COC Payment attributable to your Change in Control Severance Payments) and any Other COC Payment to which you are entitled, together with detailed supporting calculations with respect to the Gross-Up Payment to which the Executive is entitled hereunder due you by reason of those various Parachute COC Payments. Except to the extent the deferred payment provisions set forth in Paragraph 1 of Part Four are applicable to your Gross-Up Payment, the Company shall pay the resulting Gross-Up Payment to you within three (3) business days after receipt of such determination. (b) In the event your Involuntary Termination occurs during the Protected Period, then the following determination procedures shall be in effect: Within ten (10) business days after the closing of the Change in Control, the Independent Auditors shall provide both you and the Company with a written determination of the COC Payment attributable to your Acquisition-Accelerated Options, Acquisition-Accelerated RSUs and Acquisition —Accelerated Stock Appreciation Rights (if any), together with detailed supporting calculations with respect to the Gross-Up Payment due you by reason of that COC Payment. The Company shall pay the resulting Gross-Up Payment to you within three (3) business days after receipt of such determination. Within ten (10) business days after the Executive date of your Involuntary Termination, the Independent Auditors shall provide both you and the Company with a written determination of the COC Payments attributable to any Change in Control Severance Payments, the COC Payment attributable to your Cash Award (to the extent not otherwise included in your COC Payment attributable to your Change in Control Severance Payments) or Other COC Payment to which you are entitled, together with detailed supporting calculations with respect to the Gross-Up Payment due you by reason of those COC Payments. Except to the extent the deferred payment provisions set forth in Paragraph 1 of Part Four are applicable to your Gross-Up Payment, the Company shall pay the resulting Gross-Up Payment to you within three (3) business days after receipt of such determination or (if later) contemporaneously with the Change in Control Severance Payment or Other COC Payment triggering such Gross-Up Payment. (c) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any Change in Control Severance Payment or Other COC Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations by the Independent Auditors shall be made on the basis of “substantial authority” (within the meaning of Section 6662 of the Code). (d) The Company Both you and the Executive Company shall each provide the Independent Auditors with access to and copies of any books, records and documents in their your or its possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this AppendixPart Three. (e) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the Company, and to the extent those fees or expenses are treated as a Parachute COC Payment, they shall be taken into account in the calculation of the Gross-Up Payment to which the Executive is you are entitled under this AppendixPart Three.

Determination Procedures. All determinations required to be made under this Appendix Part Three shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining If your Involuntary Termination occurs during the total dollar amount of the Parachute Payment attributable to the PaymentsPre-Closing Period, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants. (b) Within then within ten (10) business days after each receipt the closing of written notice from the Company or the Executive that a Parachute Payment has or is to be madeChange in Control, then the Independent Auditors shall provide both the Executive you and the Company with a written determination of the Parachute COC Payments attributable to your Acquisition-Accelerated Options, Acquisition-Accelerated RSUs and Acquisition-Accelerated Stock Appreciation Rights (if any), the COC Payment attributable to that Paymentyour Change in Control Severance Benefits under Part Two, the COC Payment attributable to your Cash Award and any Other COC Payment to which you are entitled, together with detailed supporting calculations with respect to the Gross-Up Payment to which the Executive is entitled hereunder due you by reason of those various Parachute COC Payments. Except to the extent the deferred payment provisions set forth in Paragraph 1 of Part Four are applicable to your Gross-Up Payment, the Company shall pay the resulting Gross-Up Payment to you within three (3) business days after receipt of such determination. (b) In the event your Involuntary Termination occurs during the Protection Period, then the following determination procedures shall be in effect: Within ten (10) business days after the closing of the Change in Control, the Independent Auditors shall provide both you and the Company with a written determination of the COC Payment attributable to your Acquisition-Accelerated Options, Acquisition-Accelerated RSUs and Acquisition –Accelerated Stock Appreciation Rights (if any), together with detailed supporting calculations with respect to the Gross-Up Payment due you by reason of that COC Payment. The Company shall pay the resulting Gross-Up Payment to you within three (3) business days after receipt of such determination. Within ten (10) business days after the Executive date of your Involuntary Termination, the Independent Auditors shall provide both you and the Company with a written determination of the COC Payments attributable to any Change in Control Severance Benefits, the COC Payment attributable to your Cash Award or Other COC Payment to which you are entitled, together with detailed supporting calculations with respect to the Gross-Up Payment due you by reason of those COC Payments. Except to the extent the deferred payment provisions set forth in Paragraph 1 of Part Four are applicable to your Gross-Up Payment, the Company shall pay the resulting Gross-Up Payment to you within three (3) business days after receipt of such determination or (if later) contemporaneously with the Change in Control Severance Benefits or Other COC Payment triggering such Gross-Up Payment. (c) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any Change in Control Severance Benefits or Other COC Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations by the Independent Auditors shall be made on the basis of “substantial authority” (within the meaning of Section 6662 of the Code). (d) The Company Both you and the Executive Company shall each provide the Independent Auditors with access to and copies of any books, records and documents in their your or its possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this AppendixPart Three. (e) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the Company, and to the extent those fees or expenses are treated as a Parachute COC Payment, they shall be taken into account in the calculation of the Gross-Up Payment Payment, if any, to which the Executive is you are entitled under this AppendixPart Three.

Determination Procedures. All determinations required to be made under Within sixty (60) calendar days after its receipt of the Draft Computation, the Securityholders’ Representative shall provide Parent with a written notice of any disagreement with the Draft Computation setting forth in reasonable detail those items and amounts that the Securityholders’ Representative disputes (the “Dispute Notice”); provided, however, that any Dispute Notice may only include objections based on the Securityholders’ Representative’s belief that (x) the Draft Computation included assumptions or applied principles that conflict with the Accounting Standards, this Appendix shall be made by Section 2.6(c) and/or the Independent Auditors applicable definitions in this Agreement or otherwise was not determined in accordance with the following procedures: Accounting Standards, Section 2.6(c) and/or the applicable definitions in this Agreement and/or (ay) In determining the total dollar amount Draft Computation contained mathematical errors. If the Securityholders’ Representative delivers a Dispute Notice with respect to some, but not all, of the Parachute Payment attributable items or amounts included in the Draft Computation within such 60-day period, then the Securityholders’ Representative shall be deemed to have agreed with Parent’s calculations of all items and amounts set forth in the Draft Computation that were not disputed in such duly and timely delivered Dispute Notice. If no such Dispute Notice is received by Parent on or prior to the Paymentsclose of business on the last day of such sixty (60) calendar day period, the Independent Auditors Draft Computation and the calculation of Working Capital Adjustment Amount, Actual Closing Cash, the Indebtedness Amount, the Actual Transaction Expenses and the Merger Consideration set forth therein shall make be deemed accepted by the Securityholders’ Representative. If any such Dispute Notice is timely provided, Parent and the Securityholders’ Representative shall use their commercially reasonable efforts for a reasonable determination period of thirty (30) days (or such longer period as they may mutually agree in writing) to resolve any disagreements with respect to the Draft Computation or the calculation of the value to be assigned to Working Capital Adjustment Amount, Actual Closing Cash, the restrictive covenants which will be in effect for Indebtedness Amount, the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants. (b) Within ten (10) business days after each receipt of written notice from the Company Actual Transaction Expenses or the Executive that a Parachute Payment has or is Merger Consideration. If, at the end of such period, they are unable to be maderesolve such disagreements, then the Independent Auditors Accounting Firm shall provide both the Executive resolve any remaining disagreements. Parent and the Company with a written determination Securityholders’ Representative shall use their commercially reasonable efforts to cause the Independent Accounting Firm to review those items or amounts remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the Parachute Payment attributable date on which such Dispute Notice is referred to that Payment, together with detailed supporting calculations the Independent Accounting Firm. The Independent Accounting Firm will review only those items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific item and amount in accordance with the Gross-Up Payment to which the Executive is entitled hereunder by reason of those various Parachute PaymentsAccounting Standards. The Company shall pay scope of the resulting Gross-Up Payment disputes to the Executive within three (3) business days after receipt of such determination or (if later) contemporaneously with the Payment triggering such Gross-Up Payment. (c) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations arbitrated by the Independent Auditors shall be made on Accounting Firm is limited to whether the basis Draft Computation or the calculation of “substantial authority” (within Working Capital Adjustment Amount, Actual Closing Cash, the meaning of Section 6662 of Indebtedness Amount, the Code). (d) The Company Actual Transaction Expenses and the Executive shall each provide Merger Consideration were done in a manner consistent with the Accounting Standards, the principles set forth in this Section 2.6(c) and the applicable definitions in this Agreement, and whether there were mathematical errors in determining the Working Capital Adjustment Amount, Actual Closing Cash, the Indebtedness Amount, the Actual Transaction Expenses or the Merger Consideration, and the Independent Auditors with access Accounting Firm is not to and copies of make any booksother determination, records and documents in their possession which may be reasonably requested by including any determination as to whether the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this Appendix. (e) All fees Target Working Capital is correct. The fees, costs and expenses of the Independent Auditors Accounting Firm shall be allocated to Parent based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Accounting Firm (the “Accounting Firm Allocation”). Solely by way of illustration, if Parent claims before the Independent Accounting Firm that the determination of Net Working Capital as of the Closing Date is $1,000,000, and the appraisers Securityholders’ Representative claims before the Independent Accounting Firm that the determination of Net Working Capital as of the Closing Date is $1,500,000, and if the Independent Accounting Firm ultimately resolves the dispute by awarding Parent $300,000 of the $500,000 difference, then the costs and expenses of the Independent Accounting Firm will be allocated 60% (i.e., 300,000 ÷ 500,000) to the Securityholders’ Representative (on behalf of the Securityholders) and 40% (i.e., 200,000 ÷ 500,000) to Parent. Parent and the Securityholders’ Representative, on behalf of the Securityholders, will retain the Independent Accounting Firm and each pay 50% of any retainer. During the engagement, the Independent Accounting Firm will ▇▇▇▇ 50% of the total charges to Parent and 50% of the total charges to the Securityholders’ Representative (on behalf of the Securityholders), and Parent and the Securityholders’ Representative shall each timely pay or cause to be paid such amounts. The Accounting Firm Allocation will be settled by Parent and the Securityholders’ Representative in a manner consistent with such allocation within ten (10) days after the Determination Date. The determination of the Independent Accounting Firm shall be borne solely by the Company, and set forth in a written statement delivered to the extent those fees or expenses are treated as a Parachute Payment, they Securityholders’ Representative and Parent and shall be taken into account in final, conclusive and binding on the calculation of the Gross-Up Payment to parties, absent fraud or manifest error. The date on which the Executive Draft Computation and the Working Capital Adjustment Amount, Actual Closing Cash, the Indebtedness Amount, Actual Transaction Expenses and the Merger Consideration are finally determined in accordance with this Section 2.6(c) or Section 2.6(e) is entitled under this Appendixhereinafter referred to as the “Determination Date.”

Determination Procedures. All determinations required to be made under this Appendix Section 11 shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining the total dollar amount of the Parachute Payment attributable to the Payments, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants. (bi) Within ten (10) business days after each receipt of written notice from the Company or the Executive that a Change in Control Payment or Other Parachute Payment has or is to be made, then the Independent Auditors shall provide both the Executive and the Company with a written determination of the Parachute Payment attributable to that Change in Control Payment, together with detailed supporting calculations with respect to the Gross-Up Payment to which the Executive is entitled hereunder by reason of those various that Parachute PaymentsPayment or Other Parachute Payment. The Company shall pay the resulting Gross-Up Payment to the Executive within three (3) business days after receipt of such determination or (if later) contemporaneously with the Change in Control Payment or Other Parachute Payment triggering such Gross-Up Payment. (cii) In the event the temporary, proposed or final Treasury Regulations in effect at the time under Internal Revenue Code Section 280G (or applicable judicial decisions) specifically address the status of any Change in Control Payment or Other Parachute Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations by the Independent Auditors shall be made on the basis of “substantial authority” (within the meaning of Section 6662 of the Internal Revenue Code). (diii) The value of the Executive’s non-competition covenant under Paragraph 13.A of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the Company, and a portion of the Change in Control Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a Parachute Payment. (iv) The Company and the Executive shall each provide the Independent Auditors with access to and copies of any books, records and documents in their possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this AppendixSection 11. (ev) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the Company, and to the extent those fees or expenses are treated as a Parachute Payment, they shall be taken into account in the calculation of the Gross-Up Payment to which the Executive is entitled under this Appendix.

Determination Procedures. All determinations required to be made under this Appendix Section 7 shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining the total dollar amount of the Parachute Payment attributable to the Payments, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants. (bi) Within ten (10) business days after each receipt of written notice from the Company EMC or the Executive that a Parachute Payment the Executive has received or is to be madereceive one or more payments or benefits under this Agreement, other than a regular payment of salary, target bonus or an employee benefit generally made available to employees of EMC, then the Independent Auditors shall provide both the Executive and the Company EMC with a written determination of the Parachute Payment Payments, if any, attributable to that Paymentsuch payments or benefits, together with detailed supporting calculations with respect to the Gross-Up Payment to which the Executive is entitled hereunder by reason of those various Parachute Payments. The Company For purposes of this Agreement, a Parachute Payment shall mean a payment or benefit that constitutes a parachute payment within the meaning of Code Section 280G(b)(2) and the Treasury regulations issued thereunder. EMC shall pay the resulting Gross-Up Payment to the Executive within three (3) business days after receipt of such determination or (if later) contemporaneously with the Payment triggering such Gross-Up Paymentdetermination. (cii) In the event the temporary, proposed or final Treasury Regulations in effect at the time under Code Section 280G (or applicable judicial decisions) specifically address the status of any Parachute Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controllingcontrolling if they are in effect per their stated effective date at the time. All other determinations by the Independent Auditors shall be made on the basis of “substantial authority” (within the meaning of Section 6662 of the Code). (diii) The Company EMC and the Executive shall each provide the Independent Auditors with access to and copies of any books, records and documents in their possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this AppendixSection 7. (eiv) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the CompanyEMC, and to the extent those fees or expenses are treated as a Parachute Payment, they shall be taken into account in the calculation of the Gross-Up Payment to which the Executive is entitled under this AppendixSection 7.