Common use of Limitation on Payments Clause in Contracts

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 811, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits under Section 8 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which will occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive’s , which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 11 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 811, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 811.

Limitation on Payments. In the event that the severance or change in control-related or other payments or and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to the Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 83, would be subject to the excise tax imposed by Section 4999 of the CodeCode (“Excise Tax”), then such the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be either: reduced to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such benefits the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction will occur in the following order: (ia) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (b) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G of (if two or more equity awards are granted on the Codesame date, each award will be reduced on a pro- rata basis); (iic) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) the accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s the awards (i.e., the vesting of the most recently granted equity awardsawards will be cancelled first and if more than one equity award was made to Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata); and (d) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 89, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance or change in control-related or other payments or benefits, notwithstanding that all or some portion of such Payments payments or benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and/or other payments or benefits constituting “parachute payments” is necessary so that Payments payments or benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which will occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to Executive’s , which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 9 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 89, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 89. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. In the event that the severance or change in control-related or other payments or and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to the Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 83, would be subject to the excise tax imposed by Section 4999 of the CodeCode (“Excise Tax”), then such the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be either: reduced to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such benefits the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction will occur in the following order: (ia) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (b) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G of (if two or more equity awards are granted on the Codesame date, each award will be reduced on a pro-rata basis); (iic) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) the accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s the awards (i.e., the vesting of the most recently granted equity awardsawards will be cancelled first and if more than one equity award was made to Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata); and (d) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.

Limitation on Payments. In (a) If the event that the severance Change in Control Severance Benefits together with any other payment or change benefit Employee would receive pursuant to a Change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive Control (collectively, the “PaymentsPayment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will Payment shall be either: equal to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999 of Excise Tax (all computed at the Codehighest applicable marginal rate), results in the receipt by Executive Employee’s receipt, on an after-tax basis, of the greatest greater amount of Payments, the Payment notwithstanding that all or some portion of such Payments the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If lf a reduction in Payments payments or benefits constituting “parachute payments” is necessary so that Payments are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order unless Employee elects in writing a different order: (i) reduction of cash payments; cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning acceleration of Section 280G of the Code)vesting; (ii) a pro rata reduction of (A) cash payments employee benefits. In the event that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledreduced, such acceleration of vesting will it shall be cancelled in the reverse order of the date of grant of Executive’s equity awardsthe Equity Awards unless Employee elects in writing a different order for cancellation. (b) The Company may engage the accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control or another firm to perform the foregoing calculations. In no event will Executive have any discretion The Company shall bear all expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such firm required under this Section 8 will to be made in writing by a nationally recognized hereunder. (c) The accounting firm of independent public accountants selected by engaged to make the Company (the “Accountants”)determinations hereunder shall provide its calculations, whose determination will be conclusive and binding upon Executive together with detailed supporting documentation, to Employee and the Company for all purposes. For purposes of making within fifteen (15) calendar days after the calculations required date on which Employee’s right to a Payment is triggered (if requested at that time by this Section 8, Employee or the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning Company) or such other time as requested by Employee or the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8Company.

Limitation on Payments. In the event that the severance or change in control-related or other payments or and benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (ix) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (iiy) but for this Section 89, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits Payments being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the CodeExcise Tax, results in the receipt by Executive Executive, on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the CodeCode in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive’s , which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company Company, or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 89, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 89. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 85, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (ii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the CodeCode in the reverse order of date of grant of the awards (that is, the most recently granted Equity Awards will be cancelled first); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of the accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Ais, the vesting of the most recently granted Equity Awards will be cancelled first); and (iv) a pro rata cancellation reduction of employee benefits in reverse chronological order (A) accelerated vesting that is, the benefit owed on the latest date following the occurrence of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is the event triggering the excise tax will be the first benefit to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awardsreduced). In no event will Executive have any discretion with respect to the ordering of payment reductions. Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and Executive will not be reimbursed, indemnified, or held harmless by the Company for any of those payments of personal tax liability. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 5 will be made in writing by a nationally recognized firm of the Company’s independent public accountants selected by immediately prior to a Change of Control or such other person or entity to which the Company parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposesCompany. For purposes of making the calculations required by this Section 85, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. In If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change of Control from the event that the severance or change in control-related or other payments or benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExecutive’s receipt, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest greater amount of Payments, the Transaction Payment notwithstanding that all or some portion of such Payments the Transaction Payment may be taxable under Section 4999 subject to the Excise Tax: (1) payment in full of the Codeentire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i1) reduction of cash payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits paid to Section 409A. If Executive. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any shareholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (a) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change of Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (b) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by within 15 calendar days after the date on which Executive’s right to a nationally recognized firm of independent public accountants selected Transaction Payment is triggered or such other time as reasonably requested by the Company (or Executive. If the “Accountants”)professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G and 4999 of the Code. The Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will furnish be imposed with respect to such Transaction Payment. Any good faith determinations of the Accountants such information professional firm made hereunder shall be final, binding and documents as conclusive upon the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8and Executive.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 89, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance or change in control-related benefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive’s , which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 9 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 89, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 89. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. In the event that the severance If any payment or change in control-related or other payments or benefits provided for in this Agreement benefit Employee would receive from Employer or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will Payment shall be either: reduced to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999 of Excise Tax (all computed at the Codehighest applicable marginal rate), results in the receipt by Executive Employee’s receipt, on an after-tax basis, of the greatest greater amount of Payments, the Payment notwithstanding that all or some portion of such Payments the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in Payments payments or benefits constituting “parachute payments” is necessary so that Payments are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: order unless Employee elects in writing a different order (i) provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards stock awards; and reduction of employee benefits. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards stock award compensation is to be cancelledreduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of ExecutiveEmployee’s equity awardsstock awards unless Employee elects in writing a different order for cancellation. In no The accounting firm engaged by Employer for general audit purposes as of the day prior to the effective date of the event will Executive have any discretion that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Employer shall bear all expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such accounting firm required under this Section 8 will to be made in writing hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employer or Employee) or such other time as requested by Employer or Employee. If the accounting firm determines that no Excise Tax is payable with respect to a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”)Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish Employer and 4999 Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company accounting firm made hereunder shall be final, binding and Executive will furnish to the Accountants such information conclusive upon Employer and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8Employee.

Limitation on Payments. In Notwithstanding any other provision of this Employment Agreement or any other agreement or arrangement between Executive and the Company or any of its affiliates, in the event that the severance or change in control-related or payments and other payments or benefits provided for in this Agreement Employment Agreement, together with all other payments and benefits that Executive receives or otherwise payable is entitled to Executive (collectivelyreceive from the Company or any of its subsidiaries, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 88.0, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or and benefits will be either: (a) delivered in full, ; or (b) delivered as to such lesser extent which as would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentspayments and benefits, notwithstanding that all or some portion of such Payments payments and benefits may be taxable under Section 4999 of the Code. If a reduction in Payments payments and benefits constituting “parachute payments” is necessary so that Payments payments and benefits are delivered to a lesser extentextent under Section 8.0(b) hereof, reduction will shall occur in the following order: (i) reduction of cash severance payments (reduced from the latest scheduled payments to the earliest scheduled payments); (ii) cancellation of any equity awards granted “contingent on a change in ownership or control” (within the meaning of that are included under Section 280G of the CodeCode at full value rather than accelerated value (reduced from highest value to lowest value under Section 280G of the Code and, if such values are the same, from latest to earliest scheduled vesting dates); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction cancellation of the accelerated vesting of any equity awards included under Section 280G of the Code at an accelerated value (Aand not at full value), which shall be reduced with the highest value reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) employee benefits that (and if such values are subject the same, from latest to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Aearliest vesting dates); and (iv) reduction of any other non-cash benefits (including the value of the accelerated payment of any cash payments), reduced in the order of highest to lowest value under Code Section 280G (and if such values are the same, from latest to earliest payment dates); provided, in each case, that any such reduction shall be made in a pro rata cancellation manner consistent with the requirements of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 8.0 will be made in writing by a an independent, nationally recognized accounting firm of independent public accountants selected by the Company (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 88.0, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 88.0. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 88.0.

Limitation on Payments. In the event that the severance If any payment or change in control-related or other payments or benefits provided for in this Agreement benefit Employee would receive from Employer or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will Payment shall be either: reduced to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999 of Excise Tax (all computed at the Codehighest applicable marginal rate), results in the receipt by Executive Employee’s receipt, on an after-tax basis, of the greatest greater amount of Payments, the Payment notwithstanding that all or some portion of such Payments the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in Payments payments or benefits constituting “parachute payments” is necessary so that Payments are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: order unless Employee elects in writing a different order (i) provided, however, that such election shall be subject to Employer approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards stock awards; and reduction of employee benefits. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards stock award compensation is to be cancelledreduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of ExecutiveEmployee’s equity awardsstock awards unless Employee elects in writing a different order for cancellation. In no The accounting firm engaged by Employer for general audit purposes as of the day prior to the effective date of the event will Executive have any discretion that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Employer shall bear all expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such accounting firm required under this Section 8 will to be made in writing hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employer or Employee) or such other time as requested by Employer or Employee. If the accounting firm determines that no Excise Tax is payable with respect to a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”)Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish Employer and 4999 Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company accounting firm made hereunder shall be final, binding and Executive will furnish to the Accountants such information conclusive upon Employer and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8Employee.

Limitation on Payments. In If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the event that the severance or change in control-related or other payments or benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExecutive’s receipt, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest greater amount of Payments, the Transaction Payment notwithstanding that all or some portion of such Payments the Transaction Payment may be taxable under Section 4999 subject to the Excise Tax: (1) payment in full of the Codeentire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i1) reduction of cash payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits paid to Section 409A. If Executive. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (a) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (b) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by within 15 calendar days after the date on which Executive’s right to a nationally recognized firm of independent public accountants selected Transaction Payment is triggered or such other time as reasonably requested by the Company (or Executive. If the “Accountants”)professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G and 4999 of the Code. The Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will furnish be imposed with respect to such Transaction Payment. Any good faith determinations of the Accountants such information professional firm made hereunder shall be final, binding and documents as conclusive upon the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8and Executive.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 89, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits under Section 7 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledEquity Awards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such Equity Awards (i.e., the vesting of the most recently granted Equity Awards will be reduced first); and (iii) reduction of other benefits paid or provided to Executive’s equity awards, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one Equity Award was made to Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 9 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 89, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 812, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments the severance and other benefits constituting “parachute payments” is necessary so that Payments are delivered no portion of such severance benefits is subject to a lesser extentthe excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (i1) reduction of the cash severance payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation awards; and (B3) equity awards not subject to Section 409A. If reduction of continued employee benefits. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 12 will be made in writing by a nationally recognized firm of the independent public accountants selected who are primarily used by the Company immediately prior to the Change of Control, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 812, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 812. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 812.

Limitation on Payments. In To the event extent that any of the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive the Employee (collectively, collectively the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the CodeCode and, and (ii) but for this Section 85, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will Payment shall be either: equal to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payments that would result in no portion of such benefits the Payments being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayments, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999 of Excise Tax (all computed at the Codehighest applicable marginal rate), results in the receipt by Executive Employee’s receipt, on an after-tax basis, of the greatest greater amount of Payments, the Payments notwithstanding that all or some portion of such Payments the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in Payments payments or benefits constituting “parachute payments” is necessary so that Payments are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: order unless the Employee elects in writing a different order (i) provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards Equity Awards; reduction of employee benefits. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards Equity Awards is to be cancelledreduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executivethe Employee’s equity awardsEquity Awards (i.e., earliest granted Equity Awards cancelled last) unless the Employee elects in writing a different order for cancellation. In no event will Executive have any discretion The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Hostile Takeover or Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Hostile Takeover or Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such accounting firm required under this Section 8 will to be made in writing by a nationally recognized hereunder. The accounting firm of independent public accountants selected by engaged to make the Company (determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposeswithin fifteen (15) calendar days after the date on which the Employee’s right to a Payment is triggered (if requested at that time by the Employee or the Company) or such other time as requested by the Employee or the Company. For purposes of making If the calculations required by this Section 8accounting firm determines that no Excise Tax is payable with respect to the Payments, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish the Employee and 4999 the Company with an opinion reasonably acceptable to the Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company accounting firm made hereunder shall be final, binding and Executive will furnish to conclusive upon the Accountants such information Employee and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8Company.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such Executive’s payments or and benefits will under this Agreement shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the CodeExcise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments in reverse chronological order (i.e., the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced), (2) cancellation of equity awards granted within the twelve-month period prior to a “contingent on a change in ownership or of control” (within the meaning of as determined under Code Section 280G G) that are deemed to have been granted contingent upon the change of control (as determined under Code Section 280G), in the reverse order of date of grant of the Codeawards (i.e., the most recently granted equity awards will be cancelled first); , (ii3) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s the awards (i.e., the vesting of the most recently granted equity awardsawards will be cancelled first) and (4) reduction of continued employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will shall be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and Executive will shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will shall bear all costs for fees related to the Accountants may reasonably incur Accountants’ services in connection with any calculations contemplated by this Section 8.

Limitation on Payments. In the event that the severance or change in control-related or other payments or and benefits provided for in this Agreement or otherwise payable to Executive Employee (collectively, the “Payments”) (ix) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (iiy) but for this Section 87, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits Payments will be either: (a) a. delivered in full, or (b) b. delivered as to such lesser extent which would result in no portion of such benefits Payments being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the CodeExcise Tax, results in the receipt by Executive Employee, on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the CodeCode in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of Executive’s the most recently granted equity awardsawards will be reduced first); and (iv) reduction of other benefits paid or provided to Employee, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Employee on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 8 7 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company Company, or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 87, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive Employee will furnish to the Accountants Firm such information and documents as the Accountants may reasonably request in order to make a determination under this Section 87. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 87.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 89, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments the severance and other benefits constituting “parachute payments” is necessary so that Payments are delivered no portion of such severance benefits is subject to a lesser extentthe excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (i1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments, if any; (3) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation awards; and (B4) equity awards not subject to Section 409A. If reduction of continued employee benefits. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 9 will be made in writing by an independent firm immediately prior to a nationally recognized firm Change of independent public accountants selected by the Company Control (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 89, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 89. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. In (a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the event that the severance or change in control-related or other payments or benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExecutive’s receipt, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest greater amount of Payments, the Transaction Payment notwithstanding that all or some portion of such Payments the Transaction Payment may be taxable under Section 4999 subject to the Excise Tax: (1) payment in full of the Codeentire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i1) reduction of cash payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits paid to Section 409A. If Executive. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company, Parent or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (b) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (c) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by within 15 calendar days after the date on which Executive’s right to a nationally recognized firm of independent public accountants selected Transaction Payment is triggered or such other time as reasonably requested by the Company (or Executive. If the “Accountants”)professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G and 4999 of the Code. The Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will furnish be imposed with respect to such Transaction Payment. Any good faith determinations of the Accountants such information professional firm made hereunder shall be final, binding and documents as conclusive upon the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8and Executive.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 89, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments the severance and other benefits constituting “parachute payments” is necessary so that Payments are delivered no portion of such severance benefits is subject to a lesser extentthe excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (i1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments, if any; (3) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation awards; and (B4) equity awards not subject to Section 409A. If reduction of continued employee benefits. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 9. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 9 will be made in writing by a nationally recognized an independent firm immediately prior to Change of independent public accountants selected by the Company Control (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 89, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 89. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 85, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Employee’s benefits under Section 4 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive Employee on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced); (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the CodeCode in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Ais, the vesting of the most recently granted equity awards will be cancelled first); and (iv) a pro rata cancellation reduction of employee benefits in reverse chronological order (A) accelerated vesting that is, the benefit owed on the latest date following the occurrence of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is the event triggering the Excise Tax will be the first benefit to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awardsreduced). In no event will Executive shall Employee have any discretion with respect to the ordering of payment reductions. Employee will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and Employee will not be reimbursed, indemnified, or held harmless by the Company for any of those payments of personal tax liability. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 8 5 will be made in writing by a nationally recognized accounting or valuation firm of independent public accountants selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 85, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive Employee will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear the costs and make all costs payments for the Accountants may reasonably incur Accountants’ services in connection with any calculations contemplated by this Section 8Section. The Company will have no liability to Employee for the determinations of the Accountants.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (ix) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (iiy) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s benefits will be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered amounts to a lesser extentbe paid must be made, reduction will shall occur in the following order: (i) first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; second, cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive’s the most recently granted stock awards will be reduced first); and third, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awardsawards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally well-recognized firm of independent public accountants selected accounting firm chosen by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8Section.”

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 85, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive’s , which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 5 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 85, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. In the event (a) If Executive receives, is provided or may receive or be provided any payment or benefit that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute constitutes a “parachute paymentspayment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), and the net after-tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and benefits to be made to Executive were three times Executive’s “base amount” (iias defined in Section 280G(b)(3) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code), less $1.00, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 the aggregate of the Codeamounts constituting the parachute payments shall be reduced to an amount equal to three times Executive’s base amount, whichever less $1.00. For purposes of determining the foregoing amounts, taking “net after-tax amount,” the Company will cause to be taken into account the all applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 taxes (all computed at the highest applicable marginal rate, net of the Code, results maximum reduction in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion federal income taxes which could be obtained from a deduction of such Payments may be taxable under Section 4999 of the Codestate and local taxes). If a reduction pursuant to this Section 10 is to occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, if any, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction cancellation of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409Aaccelerated vesting of equity awards other than stock options, if any; (iii) a pro rata reduction cancellation of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Aaccelerated vesting of stock options, if any; and (iv) a pro rata cancellation reduction of (A) accelerated vesting other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of equity awards the event triggering such excise tax will be the first benefit to be reduced. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards or stock options is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant grant. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of Executive’s equity awards. In no event will shall Executive have any discretion with respect to the ordering of his payment reductions. . (b) Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company Company, the Company’s legal counsel or such other person or entity to which the Parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 810, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 810. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 810.

Limitation on Payments. In If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the event that the severance or change in control-related or other payments or benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExecutive’s receipt, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest greater amount of Payments, the Transaction Payment notwithstanding that all or some portion of such Payments the Transaction Payment may be taxable under Section 4999 subject to the Excise Tax: (1) payment in full of the Codeentire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i1) reduction of cash payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits paid to Section 409A. If Executive. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (a) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (b) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by within 15 calendar days after the date on which Executive’s right to a nationally recognized firm of independent public accountants selected Transaction Payment is triggered or such other time as reasonably requested by the Company (or Executive. If the “Accountants”)professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G and 4999 of the Code. The Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will furnish be imposed with respect to such Transaction Payment. Any good faith determinations of the Accountants such information professional firm made hereunder shall be final, binding and documents as conclusive upon the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8and Executive.

Limitation on Payments. In the event that the severance or change in control-related or other payments any payment or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 817.b, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either: (a) i. delivered in full, or (b) or ii. delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive Employee on an after-tax basis, of the greatest amount of Paymentsseverance or change in control-related or other payments or benefits, notwithstanding that all or some portion of such Payments payments or benefits may be taxable under Section 4999 of the Code. If a reduction in Payments payments or benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which will occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive’s the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Employee, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Employee on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 8 17.b will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 817.b, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive Employee will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 817.b.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 810, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits under Section 8 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which will occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledEquity Awards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such Equity Awards (i.e., the vesting of the most recently granted Equity Awards will be reduced first); and (iii) reduction of other benefits paid or provided to Executive’s equity awards, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 810, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 810.

Limitation on Payments. In If any payment or benefit you would receive pursuant to a Change in Control from the event that the severance or change in control-related or other payments or benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will Payment shall be either: equal to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income taxes and the excise tax imposed by Section 4999 of Excise Tax (all computed at the Codehighest applicable marginal rate), results in your receipt, on the receipt by Executive on an after-tax basis, of the greatest greater amount of Payments, the Payment notwithstanding that all or some portion of such Payments the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in Payments payments or benefits constituting “parachute payments” is necessary so that Payments are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: (i) cancellation first, any cash payments shall be reduced in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced); (ii) next, any equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the CodeCode shall be reduced (if two or more equity awards are granted on the same date, each equity award will be reduced on a pro-rata basis); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a next, any accelerated vesting of other equity awards shall be reduced in the reverse order of date of grant (i.e., the vesting of the most recently granted equity awards will be reduced first, and if more than one equity award was granted to you on the same date, all such awards will have their acceleration of vesting reduced pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Arata); and (iv) a pro rata cancellation finally, reduction of other employee benefits paid or provided to you in reverse chronological order (A) accelerated vesting i.e., the benefit owed on the latest date following the occurrence of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is the event triggering the excise tax will be the first benefit to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awardsreduced). In no event will Executive you have any discretion with respect to the ordering of payment reductions. Unless reductions The Company or an accounting firm engaged by the Company, as determined in the sole discretion of the Company and Executive otherwise agree in writingshall perform the calculations described above (the Company or accounting firm performing such calculations, any determination the “Calculation Team”). The Company shall bear all expenses with respect to the determinations required under this Section 8 will to be made in writing by a nationally recognized firm of independent public accountants selected by hereunder. The Calculation Team engaged to make the Company (the “Accountants”)determinations hereunder shall provide its calculations, whose determination will be conclusive and binding upon Executive together with detailed supporting documentation, to you and the Company for all purposeswithin fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at the time by you or the Company) or such other time as requested by you or the Company. For purposes of making If the calculations required by this Section 8Calculation Team determines that no Excise Tax is payable with respect to a Payment, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish you and 4999 the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company Calculation Team made hereunder shall be final, binding and Executive will furnish to conclusive upon you and the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8Company.

Limitation on Payments. In the event that the severance or change in control-related or other any payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 89, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 9 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 89, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 89. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (ix) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (iiy) but for this Section 8, 5 would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s benefits will be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered amounts to a lesser extentbe paid must be made, reduction will shall occur in the following order: (i) first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; second, cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive’s the most recently granted stock awards will be reduced first); and third, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awardsawards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally well-recognized firm of independent public accountants selected accounting firm chosen by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 85. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. In (a) If any payment or benefit that Executive would receive from the event that Company or any other party whether in connection with the severance or change in control-related or other payments or benefits provided for provisions in this Agreement or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments the Payment shall be equal to the Best Results Amount. The “Best Results Amount” shall be either (x) the full amount of the Payment or benefits will be either: (ay) delivered in full, or (b) delivered as to such a lesser extent which amount that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing those amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the excise tax imposed by Section 4999 of the CodeExcise Tax, results in the receipt by Executive Executive’s receipt, on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Codegreater amount. If a reduction in Payments payments or benefits constituting “parachute payments” payments is necessary so that Payments are delivered to a lesser extentthe Payment equals the Best Results Amount, reduction will shall occur in the following order: (i) reduction of cash payments; cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards stock awards; reduction of employee benefits. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards stock award compensation is to be cancelledreduced, such the acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awardsawards unless Executive elects in writing a different order for cancellation. In no event will Executive have any discretion with respect to shall be solely responsible for the ordering payment of payment reductions. Unless all personal tax liability that is incurred as a result of the Company payments and benefits received under this Agreement, and Executive otherwise agree in writing, any determination required under this Section 8 will shall not be made in writing by a nationally recognized firm of independent public accountants selected reimbursed by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes any of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application those payments of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8personal tax liability.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (ia) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (iib) but for this Section 8, 11 would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s benefits will be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered amounts to a lesser extentbe paid must be made, reduction will shall occur in the following order: (i) first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; second, cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the CodeCode in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata third, cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive’s the most recently granted stock awards will be reduced first); and fourth, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awardsawards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized certified professional services firm of independent public accountants selected by the Company Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8Section, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 811. The Company will bear all costs and make all payments for the Accountants may Firm’s services reasonably incur required in connection with any calculations contemplated by this Section 811.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 811, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments the severance and other benefits constituting “parachute payments” is necessary so that Payments are delivered no portion of such severance benefits is subject to a lesser extentthe excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (i1) reduction of the cash severance payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation awards; and (B3) equity awards not subject to Section 409A. If reduction of continued employee benefits. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 11 will be made in writing by a nationally recognized firm of the independent public accountants selected who are primarily used by the Company immediately prior to the Change of Control, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 811, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 811. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 811.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement Plan or otherwise payable to Executive (collectively, the “Payments”) a Participant (i) constitute “parachute payments” within the meaning of Section 280G of the CodeCode (“280G Payments”), and (ii) but for this Section 85, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits the 280G Payments will be either: (ai) (x) delivered in full, or (bii) (y) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, Excise Tax, (iii) whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive Participant on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments constituting “parachute payments” is necessary so that Payments no portion of such benefits are delivered subject to a lesser extentthe Excise Tax, reduction will occur in the following order: (i) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G of the CodeG); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executivea Participant’s equity awards. In no event A nationally recognized professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”) will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, make any determination required under this Section 8 5. Such determinations will be made in writing by a nationally recognized firm the Firm and any good faith determinations of independent public accountants selected by the Company (the “Accountants”), whose determination Firm will be conclusive and binding upon Executive Participant and the Company for all purposesCompany. For purposes of making the calculations required by this Section 85, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Participant and the Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 85. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 811, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits Executive’s the Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “parachute payments” is necessary so that the Payments are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive’s , which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 11 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 811, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 811.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 812, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits under Section 8 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which will occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive’s , which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 12 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 812, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 812.

Limitation on Payments. In the event that the severance If any payment or change in control-related or other payments or benefits provided for in this Agreement benefit Employee would receive from Employer or otherwise payable to Executive (collectively, the “Payments”"Payment") would (i) constitute “a "parachute payments” payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then such payments or benefits will Payment shall be either: reduced to the Reduced Amount. The "Reduced Amount" shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999 of Excise Tax (all computed at the Codehighest applicable marginal rate), results in the receipt by Executive Employee's receipt, on an after-tax basis, of the greatest greater amount of Payments, the Payment notwithstanding that all or some portion of such Payments the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in Payments payments or benefits constituting “"parachute payments” " is necessary so that Payments are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: order unless Employee elects in writing a different order (i) PROVIDED, HOWEVER, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards stock awards; and reduction of employee benefits. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards stock award compensation is to be cancelledreduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awardsEmployee's stock awards unless Employee elects in writing a different order for cancellation. In no The accounting firm engaged by Employer for general audit purposes as of the day prior to the effective date of the event will Executive have any discretion that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the "change in ownership" as described in Section 280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Employer shall bear all expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such accounting firm required under this Section 8 will to be made in writing hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee's right to a Payment is triggered (if requested at that time by Employer or Employee) or such other time as requested by Employer or Employee. If the accounting firm determines that no Excise Tax is payable with respect to a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”)Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish Employer and 4999 Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company accounting firm made hereunder shall be final, binding and Executive will furnish to the Accountants such information conclusive upon Employer and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8Employee.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 85, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (ii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G of (if two or more Equity Awards are granted on the Codesame date, each award will be reduced on a pro-rata basis); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of the accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (A) employee benefits that are subject i.e., the vesting of the most recently granted Equity Awards will be cancelled first and if more than one Equity Award was made to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409AExecutive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata); and (iv) a pro rata cancellation reduction of employee benefits in reverse chronological order (A) accelerated vesting i.e., the benefit owed on the latest date following the occurrence of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is the event triggering the excise tax will be the first benefit to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awardsreduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 5 will be made in writing by a nationally recognized firm of the Company’s independent public accountants selected by immediately prior to a Change of Control or such other person or entity to which the Company parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposesCompany. For purposes of making the calculations required by this Section 85, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 84, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits under Section 4(a)(i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur the payments and benefits shall be reduced in the following order: order unless Executive elects in writing a different order (i) cancellation of equity awards granted provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the “contingent on a change in ownership or controlparachute payments” occurs): (within the meaning of Section 280G of the Code); (iiA) a pro rata reduction of (Ai) cash payments that are subject to Section 409A as deferred compensation and (Bii) cash payments not subject to Section 409A of the Code; (B) a pro rata cancellation of (i) accelerated vesting of stock and other equity-based awards that are subject to Section 409A of the Code as deferred compensation and (ii) stock and other equity-based awards not subject to Section 409A; and (iiiC) a pro rata reduction of (Ai) employee benefits that are subject to Section 409A as deferred compensation and (Bii) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation 409A of (A) accelerated vesting of equity awards the Code. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 4 will be made in writing by a nationally recognized an independent firm immediately prior to Change of independent public accountants selected by the Company Control (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 84, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 84.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 89, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments the severance and other benefits constituting “parachute payments” is necessary so that Payments are delivered no portion of such severance benefits is subject to a lesser extentthe excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (i1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments, if any; (3) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation awards; and (B4) equity awards not subject to Section 409A. If reduction of continued employee benefits. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 9. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 9 will be made in writing by an independent firm immediately prior to a nationally recognized firm Change of independent public accountants selected by the Company Control (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 89, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 89. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. In (a) If the event that the severance Change in Control Severance Benefits together with any other payment or change benefit Employee would receive pursuant to a Change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive Control (collectively, the “PaymentsPayment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will Payment shall be either: equal to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999 of Excise Tax (all computed at the Codehighest applicable marginal rate), results in the receipt by Executive Employee’s receipt, on an after-tax basis, of the greatest greater amount of Payments, the Payment notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the CodePayment maybe subject to the Excise Tax. If a reduction in Payments payments or benefits constituting “parachute payments” is necessary so that Payments are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order unless Employee elects in writing a different order: (i) reduction of cash payments; cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning acceleration of Section 280G of the Code)vesting; (ii) a pro rata reduction of (A) cash payments employee benefits. In the event that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledreduced, such acceleration of vesting will it shall be cancelled in the reverse order of the date of grant of Executive’s equity awardsthe Equity Awards unless Employee elects in writing a different order for cancellation. (b) The Company may engage the accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control or another firm to perform the foregoing calculations. In no event will Executive have any discretion The Company shall bear all expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such firm required under this Section 8 will to be made in writing by a nationally recognized hereunder. (c) The accounting firm of independent public accountants selected by engaged to make the Company (the “Accountants”)determinations hereunder shall provide its calculations, whose determination will be conclusive and binding upon Executive together with detailed supporting documentation, to Employee and the Company for all purposes. For purposes of making within fifteen (15) calendar days after the calculations required date on which Employee’s right to a Payment is triggered (if requested at that time by this Section 8, Employee or the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning Company) or such other time as requested by Employee or the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8Company.

Limitation on Payments. In the event that it is determined that any payment or distribution of any type to or for your benefit made by the severance Company, by any of its affiliates, by any person who acquires ownership or change in control-related effective control or other payments or benefits provided for in this Agreement or otherwise payable to Executive ownership of a substantial portion of the Company’s assets (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the CodeCode or by any affiliate of such person, and whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (ii) but for this Section 8the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the CodeCode or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then such payments or distributions or benefits will be payable either: (ai) delivered in full, ; or (bii) delivered as to such lesser extent amount which would result in no portion of such payments or distributions or benefits being subject to excise tax under Section 4999 of the CodeExcise Tax. You will receive the greater, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of (i) or (ii) above. In the greatest amount of event that clause (ii) above applies, and a reduction is required to be applied to the Total Payments, notwithstanding that all or some portion of such the Total Payments may will be taxable under Section 4999 of reduced by the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction will occur Company in the following order: (i1) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); payments and benefits due under Sections 7(b)(i) and (ii) a pro rata reduction of will be reduced (Aif necessary, to zero) cash payments in such order with amounts that are payable first reduced first; provided, however that in all events such payments which are not subject to Section 409A of the Internal Revenue Code of 1986, as deferred compensation amended (the “Code”) will be reduced first; (2) payments and benefits due in respect of any options to purchase shares of common stock of the Company will be reduced second; (3) payments and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has not been made will be reduced third and (B4) cash payments not subject and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has been made will be reduced fourth. Notwithstanding anything to Section 409A; (iii) a pro rata the contrary herein, in all events, you will have no right, power or discretion to determine the reduction of (A) employee payments and/or benefits that are subject hereunder and any such reduction will be structured in a manner intended to comply with Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductionsCode. Unless you and the Company and Executive agree otherwise agree in writing, any determination required under this Section 8 5(b) will be made in writing by a nationally recognized firm of qualified independent public accountants accountant selected by the Company (the “AccountantsAccountant”), ) whose determination will be conclusive and binding upon Executive binding. You and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Accountant such information documentation and documents as the Accountants Accountant may reasonably request in order to make a determination under this Section 8determination. The Company will bear all costs that the Accountants Accountant may reasonably incur in connection with performing any calculations contemplated by this Section 85(b).

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 84, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits under Section 3(a) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments severance and other benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (ii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G of (if two or more Equity Awards are granted on the Codesame date, each award will be reduced on a pro-rata basis); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of the accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (A) employee benefits that are subject i.e., the vesting of the most recently granted Equity Awards will be cancelled first and if more than one Equity Award was made to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409AExecutive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata); and (iv) a pro rata cancellation reduction of employee benefits in reverse chronological order (A) accelerated vesting i.e., the benefit owed on the latest date following the occurrence of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is the event triggering the excise tax will be the first benefit to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awardsreduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 4 will be made in writing by a nationally recognized firm of the Company’s independent public accountants selected by immediately prior to a Change of Control or such other person or entity to which the Company parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 84, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 84.

Limitation on Payments. In the event that the severance or change in control-related or other payments any payment or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 818.b, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either: (a) i. delivered in full, or (b) or ii. delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive Employee on an after-tax basis, of the greatest amount of Paymentsseverance or change in control-related or other payments or benefits, notwithstanding that all or some portion of such Payments payments or benefits may be taxable under Section 4999 of the Code. If a reduction in Payments payments or benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which will occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive’s the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Employee, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Employee on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 8 18.b will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 818.b, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive Employee will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 818.b.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 814, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance and other benefits will be either: : (a) delivered in full, or or (b) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance and other benefits, notwithstanding that all or some portion of such Payments severance and other benefits may be taxable under Section 4999 of the Code. If a reduction in Payments the severance and other benefits constituting “parachute payments” is necessary so that Payments are delivered no portion of such severance benefits is subject to a lesser extentthe excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (i1) reduction of the cash severance payments, in the order that such payments would otherwise have been paid; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and vest, in whole or in part, based on the achievement of performance criteria, in the reverse order that such awards would have vested; (B3) equity awards not subject to Section 409A. If acceleration cancellation of accelerated vesting of equity awards is to be cancelledthat vest based solely on continued service, such acceleration of vesting will be cancelled in the reverse order of the date percentage of grant the fair market value of Executive’s equity awardssuch awards that constitutes a parachute payment (commencing with the largest percentage); and (4) reduction of continued employee benefits. In no event will Executive have any discretion with respect Notwithstanding the foregoing, to the ordering extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of payment reductionssuch vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 14. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 14 will be made in writing by a nationally recognized an independent firm of independent public accountants selected by the Company (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 814, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 814. The Company will bear the fees of the Firm and all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 814.

Limitation on Payments. In If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the event that the severance or change in control-related or other payments or benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExecutive’ s receipt, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest greater amount of Payments, the Transaction Payment notwithstanding that all or some portion of such Payments the Transaction Payment may be taxable under Section 4999 subject to the Excise Tax: (1) payment in full of the Codeentire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i1) reduction of cash payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits paid to Section 409A. If Executive. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (a) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (b) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by within 15 calendar days after the date on which Executive’s right to a nationally recognized firm of independent public accountants selected Transaction Payment is triggered or such other time as reasonably requested by the Company (or Executive. If the “Accountants”)professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G and 4999 of the Code. The Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will furnish be imposed with respect to such Transaction Payment. Any good faith determinations of the Accountants such information professional firm made hereunder shall be final, binding and documents as conclusive upon the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8and Executive.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 810, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments Executive’s severance or change in control-related benefits under this Agreement or otherwise will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance or change in control-related benefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive’s the most recently granted stock awards will be reduced first); and (iii) reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awardsawards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 810, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 810.

Limitation on Payments. In the event If any payment or benefit (including but not limited to payments, vesting and benefits pursuant to this Agreement) that the severance or change in control-related or other payments or benefits provided for in this Agreement Executive would receive from the Employer or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code, and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeInternal Revenue Code (the “Excise Tax”), then such payments or benefits will the Employer shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 before any amounts of the CodeTransaction Payment are paid or provided to the Executive, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 following two alternative forms of the Code, results payment would result in the receipt by Executive Executive’s receipt, on an after-tax basis, of the greatest greater amount of Payments, the Transaction Payment notwithstanding that all or some portion of such Payments the Transaction Payment may be taxable under Section 4999 subject to the Excise Tax: (1) payment and provision in full of the Codeentire amount of the Transaction Payment (a “Full Payment”), or (2) payment and provision of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Employer shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments, vesting and/or benefits constituting the Transaction Payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i1) reduction of cash payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits paid or provided to Section 409A. If the Executive. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards. In no event will the Employer or any stockholder be liable to the Executive have for any discretion amounts not paid as a result of the operation of this Section 14. 14.1 The professional firm engaged by the Employer for general tax purposes as of immediately prior to the transaction giving rise to the Transaction Payment shall make all determinations required to be made under this Section 14. If the professional firm so engaged by the Employer is serving as accountant or auditor for the individual, entity or group effecting the transaction, the Employer shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Employer shall bear all expenses with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination determinations by such professional firm required under this Section 8 will to be made in writing by hereunder. 14.2 The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Employer and the Executive within fifteen (15) calendar days after the date on which Executive’s right to a nationally recognized firm of independent public accountants selected Transaction Payment is triggered or such other time as reasonably requested by the Company (Employer or the “Accountants”)Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish the Employer and 4999 the Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the Code. The Company professional firm made hereunder shall be final, binding and Executive will furnish to conclusive upon the Accountants such information Employer and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8Executive.

Limitation on Payments. In If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the event that the severance or change in control-related or other payments or benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExecutive’s receipt, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest greater amount of Payments, the Transaction Payment notwithstanding that all or some portion of such Payments the Transaction Payment may be taxable under Section 4999 subject to the Excise Tax: (1) payment in full of the Codeentire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i1) reduction of cash payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits paid to Section 409A. If Executive. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 5. (a) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 5. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (b) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by within fifteen (15) calendar days after the date on which Executive’s right to a nationally recognized firm of independent public accountants selected Transaction Payment is triggered or such other time as reasonably requested by the Company (or Executive. If the “Accountants”)professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G and 4999 of the Code. The Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will furnish be imposed with respect to such Transaction Payment. Any good faith determinations of the Accountants such information professional firm made hereunder shall be final, binding and documents as conclusive upon the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8and Executive.

Limitation on Payments. In If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the event that the severance or change in control-related or other payments or benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExecutive’s receipt, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest greater amount of Payments, the Transaction Payment notwithstanding that all or some portion of such Payments the Transaction Payment may be taxable under Section 4999 subject to the Excise Tax: (1) payment in full of the Codeentire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i1) reduction of cash payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits paid to Section 409A. If Executive. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (a) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (b) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by within 15 calendar days after the date on which Executive’s right to a nationally recognized firm of independent public accountants selected Transaction Payment is triggered or such other time as reasonably requested by the Company (or Executive. If the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish professional firm determines that no Excise Tax is payable with respect to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.Transaction

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 89, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance or change in control-related or other benefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which will occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive’s , which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 89, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (ix) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (iiy) but for this Section 8, 4 would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s benefits will be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered amounts to a lesser extentbe paid must be made, reduction will shall occur in the following order: (i) first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; second, cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive’s the most recently granted stock awards will be reduced first); and third, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awardsawards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally well-recognized firm of independent public accountants selected accounting firm chosen by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 84. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 84.

Limitation on Payments. In If any payment or benefit you would receive pursuant to a Change in Control from the event that the severance or change in control-related or other payments or benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will Payment shall be either: equal to the Reduced Amount. The “Reduced Amount” shall be either (ax) delivered in full, or (b) delivered as to such lesser extent which the largest portion of the Payment that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 the Excise Tax or (y) the largest portion, up to and including the total, of the CodePayment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income taxes and the excise tax imposed by Section 4999 of Excise Tax (all computed at the Codehighest applicable marginal rate), results in your receipt, on the receipt by Executive on an after-tax basis, of the greatest greater amount of Payments, the Payment notwithstanding that all or some portion of such Payments the Payment may be taxable under Section 4999 of subject to the CodeExcise Tax. If a reduction in Payments payments or benefits constituting “parachute payments” is necessary so that Payments are delivered to a lesser extentthe Payment equals the Reduced Amount, reduction will shall occur in the following order: (i) cancellation first, any cash payments shall be reduced in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced); (ii) next, any equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the CodeCode shall be reduced (if two or more equity awards are granted on the same date, each equity award will be reduced on a pro-rata basis); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a next, any accelerated vesting of other equity awards shall be reduced in the reverse order of date of grant (i.e., the vesting of the most recently granted equity awards will be reduced first, and if more than one equity award was granted to you on the same date, all such awards will have their acceleration of vesting reduced pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Arata); and (iv) a pro rata cancellation finally, reduction of other employee benefits paid or provided to you in reverse chronological order (A) accelerated vesting i.e., the benefit owed on the latest date following the occurrence of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is the event triggering the excise tax will be the first benefit to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awardsreduced). In no event will Executive you have any discretion with respect to the ordering of payment reductions. Unless The Company or an accounting firm engaged by the Company, as determined in the sole discretion of the Company and Executive otherwise agree in writingshall perform the calculations described above (the Company or accounting firm performing such calculations, any determination the “Calculation Team”). The Company shall bear all expenses with respect to the determinations required under this Section 8 will to be made in writing by a nationally recognized firm of independent public accountants selected by hereunder. The Calculation Team engaged to make the Company (the “Accountants”)determinations hereunder shall provide its calculations, whose determination will be conclusive and binding upon Executive together with detailed supporting documentation, to you and the Company for all purposeswithin fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at the time by you or the Company) or such other time as requested by you or the Company. For purposes of making If the calculations required by this Section 8Calculation Team determines that no Excise Tax is payable with respect to a Payment, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish you and 4999 the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Code. The Company Calculation Team made hereunder shall be final, binding and Executive will furnish to conclusive upon you and the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8Company.

Limitation on Payments. In the event (a) If Executive receives, is provided or may receive or be provided any payment or benefit that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute constitutes a “parachute paymentspayment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), and the net after-tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and benefits to be made to Executive were three times Executive’s “base amount” (iias defined in Section 280G(b)(3) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code), less $1.00, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 the aggregate of the Codeamounts constituting the parachute payments shall be reduced to an amount equal to three times Executive’s base amount, whichever less $1.00. For purposes of determining the foregoing amounts, taking “net after-tax amount,” the Company will cause to be taken into account the all applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 taxes (all computed at the highest applicable marginal rate, net of the Code, results maximum reduction in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion federal income taxes which could be obtained from a deduction of such Payments may be taxable under Section 4999 of the Codestate and local taxes). If a reduction pursuant to this Section 10 is to occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, if any, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction cancellation of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409Aaccelerated vesting of equity awards other than stock options, if any; (iii) a pro rata reduction cancellation of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Aaccelerated vesting of stock options, if any; and (iv) a pro rata cancellation reduction of (A) accelerated vesting other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of equity awards the event triggering such excise tax will be the first benefit to be reduced. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards or stock options is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant grant. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of Executive’s equity awards. In no event will shall Executive have any discretion with respect to the ordering of her payment reductions. . (b) Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company Company, the Company’s legal counsel or such other person or entity to which the Parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 810, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G 2800 and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 810. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 810.

Limitation on Payments. In the event that the severance or change in control-related or other payments or and benefits provided for in this Agreement or otherwise payable to the Executive (collectively, the “Payments”) (ix) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (iiy) but for this Section 810, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits Payments being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the CodeExcise Tax, results in the receipt by Executive the Executive, on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the CodeCode in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to the Executive’s , which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 8 10 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company Company, or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 810, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Accountants Firm such information and documents as the Accountants may reasonably request in order to make a determination under this Section 810. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 810.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 810, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments Executive’s severance or change in control-related benefits under this Agreement or otherwise will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance or change in control-related benefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other employee benefits paid or provided to the Executive’s , which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awardsawards are granted on the same date, each award will have their acceleration of vesting reduced on a pro-rata basis. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 810, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 810.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 85, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits under Section 3(a) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G of the CodeG); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; , (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards awards; (iv) reduction of employee benefits. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 5 will be made in writing by a nationally recognized firm of the Company’s independent public accountants selected by the Company immediately prior to Change of Control (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 85, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 85. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 811, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits under Section 8 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive’s , which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 11 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 811, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 811.

Limitation on Payments. In the event If Executive receives, is provided or may receive or be provided any payment or benefit that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute constitutes a “parachute paymentspayment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), and the net after-tax amount of any such parachute payment is less than the net after‑tax amount if the aggregate payments and benefits to be made to Executive were three times Executive’s “base amount” (iias defined in Section 280G(b)(3) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code), less $1.00, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 the aggregate of the Codeamounts constituting the parachute payments shall be reduced to an amount equal to three times Executive’s base amount, whichever less $1.00. For purposes of determining the foregoing amounts, taking “net after-tax amount,” the Company will cause to be taken into account the all applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 taxes (all computed at the highest applicable marginal rate, net of the Code, results maximum reduction in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion federal income taxes which could be obtained from a deduction of such Payments may be taxable under Section 4999 of the Codestate and local taxes). If a reduction pursuant to this Section 10 is to occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, if any, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction cancellation of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409Aaccelerated vesting of equity awards other than stock options, if any; (iii) a pro rata reduction cancellation of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Aaccelerated vesting of stock options, if any; and (iv) a pro rata cancellation reduction of (A) accelerated vesting other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of equity awards the event triggering such excise tax will be the first benefit to be reduced. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards or stock options is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant grant. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of Executive’s equity awards. In no event will shall Executive have any discretion with respect to the ordering of his payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company Company, the Company’s legal counsel or such other person or entity to which the Parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 810, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 810. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 810.

Limitation on Payments. (a) In the event that the severance or change in control-related or other payments or and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to Executive (collectively, the “Payments”) you (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 8paragraph 18, would be subject to the excise tax imposed by Section 4999 of the Code, then such your payments and benefits under this Agreement or other payments or benefits (the “280G Amounts”) will be either: (ai) delivered in full, ; or (bii) delivered as to such lesser extent which that would result in no portion of such benefits the 280G Amounts being subject to the excise tax under Section 4999 of the Code, ; whichever of the foregoing amounts, taking into account the applicable federal, state and ▇▇▇ ▇▇▇▇▇▇▇▇ as of July 1, 2016 local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive you on an after-tax basis, basis of the greatest amount of Payments280G Amounts, notwithstanding that all or some portion of such Payments the 280G Amounts may be taxable under Section 4999 of the Code. If . (b) In the event that a reduction of 280G Amounts is made in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extentaccordance with this paragraph 18, the reduction will occur occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order: : (i) reduction of the accelerated vesting of any stock options for which the exercise price exceeds the then current fair market value; (ii) reduction of cash payments in reverse chronological order (i.e., the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (iii) cancellation of equity awards other than those described in clause (i) above that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G G, in the reverse order of date of grant of the Codeawards (i.e., the most recently granted equity awards will be cancelled first); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and ; (iv) a pro rata cancellation reduction of (A) the accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and other than those described in clause (Bi) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled above in the reverse order of the date of grant of Executive’s the awards (i.e., the vesting of the most recently granted equity awardsawards will be cancelled first); and (v) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will Executive you have any discretion with respect to the ordering of payment reductions. . (c) Unless the Company you and Executive CBS otherwise agree in writing, any determination required under this Section 8 paragraph 18 will be made in writing by a nationally recognized accounting or valuation firm of independent public accountants selected by the Company (the “AccountantsFirm”)) selected by CBS, whose determination will be conclusive and binding upon Executive you and the Company CBS for all purposes. For purposes of making the calculations required by this Section 8paragraph 18, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and ▇▇▇ ▇▇▇▇▇▇▇▇ as of July 1, 2016 4999 of the Code. The Company CBS and Executive you will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 8paragraph 18. The Company CBS will bear all costs for payment of the Accountants may reasonably incur Firm’s services in connection with any calculations contemplated by this Section 8paragraph 18.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive the Employee (collectively, the “Payments”) (ia) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (iib) but for this Section 85, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments the Employee’s severance benefits under Section 4(a) or Section 4(b) or other benefits will shall be either: : (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive the Employee on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits and other benefits may be taxable under Section 4999 of the Code. If In the event of a reduction in Payments constituting accordance with Section 5(ii), the reduction will occur, with respect to such severance and other benefits considered “parachute payments” is necessary so that Payments are delivered to a lesser extentwithin the meaning of Section 280G of the Code, reduction will occur in the following order: (i) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; , (iii) a pro rata reduction cancellation of accelerated vesting of 5 equity-based compensation awards in the reverse order of date of grant of the awards (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Ais, the vesting of the most recently granted awards will be cancelled first); and (iv) a pro rata cancellation reduction of employee benefits in reverse chronological order (A) accelerated vesting that is, the benefit owed on the latest date following the occurrence of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is the event triggering the excise tax will be the first benefit to be cancelledreduced. If two or more equity-based compensation awards are granted on the same date, such acceleration of vesting each award will be cancelled in the reverse order of the date of grant of Executive’s equity awardsreduced on a prorated basis. In no event will Executive shall the Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive the Employee otherwise agree in writing, any determination required under this Section 8 will 5 shall be made in writing by a nationally recognized accounting or valuation firm of independent public accountants selected by the Company (the “Accountants”), whose determination will shall be conclusive and binding upon Executive the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 85, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 85. The Company will shall bear all costs for payment of the Accountants may reasonably incur services in connection with any calculations contemplated by this Section 85. 6.

Limitation on Payments. (a) In the event that the severance or change in control-related or other payments or and benefits provided for in this Agreement or otherwise other payments and benefits payable or provided to Executive (collectively, the “Payments”) you (i) constitute “‘parachute payments” ’ within the meaning of Section 280G of the Code, Code and (ii) but for this Section 8paragraph 18, would be subject to the excise tax imposed by Section 4999 of the Code, then such your payments and benefits under this Agreement or other payments or benefits (the ‘280G Amounts’) will be either: (ai) delivered in full, ; or (bii) delivered as to such lesser extent which that would result in no portion of such benefits the 280G Amounts being subject to the excise tax under Section 4999 of the Code, ; whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive you on an after-tax basis, basis of the greatest amount of Payments280G Amounts, notwithstanding that all or some portion of such Payments the 280G Amounts may be taxable under Section 4999 of the Code. If . (b) In the event that a reduction of 280G Amounts is made in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extentaccordance with this paragraph 18, the reduction will occur in occur, with respect to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ February 6, 2015 the following order: (i) cancellation of equity awards granted “contingent on a change in ownership or control” (280G Amounts considered parachute payments within the meaning of Section 280G of the Code); , in the following order: (i) reduction of the accelerated vesting of any stock options for which the exercise price exceeds the then current fair market value; (ii) a pro rata reduction of (A) cash payments that are subject in reverse chronological order (i.e., the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; be reduced); (iii) cancellation of equity awards other than those described in clause (i) above that were granted ‘contingent on a pro rata reduction change in ownership or control’ within the meaning of Code Section 280G, in the reverse order of date of grant of the awards (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and i.e., the most recently granted equity awards will be cancelled first); (iv) a pro rata cancellation reduction of (A) the accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and other than those described in clause (Bi) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled above in the reverse order of the date of grant of Executive’s the awards (i.e., the vesting of the most recently granted equity awardsawards will be cancelled first); and (v) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will Executive you have any discretion with respect to the ordering of payment reductions. . (c) Unless the Company you and Executive CBS otherwise agree in writing, any determination required under this Section 8 paragraph 18 will be made in writing by a nationally recognized accounting or valuation firm of independent public accountants (the ‘Firm’) selected by the Company (the “Accountants”)CBS, whose determination will be conclusive and binding upon Executive you and the Company CBS for all purposes. For purposes of making the calculations required by this Section 8paragraph 18, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company CBS and Executive you will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 8paragraph 18. The Company CBS will bear all costs for payment of the Accountants may reasonably incur Firm’s services in connection with any calculations contemplated by this Section 8paragraph 18.” ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ February 6, 2015 6. This letter may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. 7. Except as otherwise provided herein, the Agreement shall continue in full force and effect in accordance with its terms.

Limitation on Payments. In If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the event that the severance or change in control-related or other payments or benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExecutive’s receipt, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest greater amount of Payments, the Transaction Payment notwithstanding that all or some portion of such Payments the Transaction Payment may be taxable under Section 4999 subject to the Excise Tax: (1) payment in full of the Codeentire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i1) reduction of cash payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits paid to Section 409A. If Executive. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. (a) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. (b) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by within fifteen (15) calendar days after the date on which Executive’s right to a nationally recognized firm of independent public accountants selected Transaction Payment is triggered or such other time as reasonably requested by the Company (or Executive. If the “Accountants”)professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G and 4999 of the Code. The Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will furnish be imposed with respect to such Transaction Payment. Any good faith determinations of the Accountants such information professional firm made hereunder shall be final, binding and documents as conclusive upon the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8and Executive.

Limitation on Payments. In the event that the severance or change in controlany change-in-control related or other payments payment or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 817.b, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either: (a) i. delivered in full, or (b) or ii. delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive Employee on an after-tax basis, of the greatest amount of Paymentsseverance or change in control-related or other payments or benefits, notwithstanding that all or some portion of such Payments payments or benefits may be taxable under Section 4999 of the Code. If a reduction in Payments payments or benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which will occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive’s the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Employee, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Employee on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 8 17.b will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 817.b, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive Employee will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 817.b.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement Plan or otherwise payable to Executive (collectively, the “Payments”) a Participant (i) constitute “parachute payments” within the meaning of Section 280G of the CodeCode (“280G Payments”), and (ii) but for this Section 85, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits the 280G Payments will be either:: ​ 1. (a) delivered x)delivered in full, oror ​ 2. (b) delivered y)delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive Participant on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments constituting “parachute payments” is necessary so that Payments no portion of such benefits are delivered subject to a lesser extentthe Excise Tax, reduction will occur in the following order: (i) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G of the CodeG); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A409A of the Code; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executivea Participant’s equity awards. In no event ​ A nationally recognized professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”) will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, make any determination required under this Section 8 5. Such determinations will be made in writing by a nationally recognized firm the Firm and any good faith determinations of independent public accountants selected by the Company (the “Accountants”), whose determination Firm will be conclusive and binding upon Executive Participant and the Company for all purposesCompany. For purposes of making the calculations required by this Section 8, 5 the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Participant and the Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 85. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 8.5. ​

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 822, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance and other benefits will be either: (a) delivered in full, or (b) delivered as to such lesser letter extent which would result in no portion of such severance and other benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the CALIFORNIA EMPLOYEE VERSION FM-0410 Rev A greatest amount of Paymentsseverance and other benefits, notwithstanding that all or some portion of such Payments severance and other benefits may be taxable under Section 4999 of the Code. If a reduction in Payments the severance and other benefits constituting “parachute payments” is necessary so that Payments are delivered no portion of such severance benefits is subject to a lesser extentthe excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (i1) reduction of the cash severance payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation awards; and (B3) equity awards not subject to Section 409A. If reduction of continued employee benefits. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect Notwithstanding the foregoing, to the ordering extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of payment reductionssuch vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 22. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 22 will be made in writing by a nationally recognized an independent firm of independent public accountants selected by the Company (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 822, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 822. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 822.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 8, 5 would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Employee’s benefits under Section 4 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive Employee on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced); (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the CodeCode in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Ais, the vesting of the most recently granted equity awards will be cancelled first); and (iv) a pro rata cancellation reduction of employee benefits in reverse chronological order (A) accelerated vesting that is, the benefit owed on the latest date following the occurrence of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is the event triggering the Excise Tax will be the first benefit to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awardsreduced). In no event will Executive shall Employee have any discretion with respect to the ordering of payment reductions. Employee will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and Employee will not be reimbursed, indemnified, or held harmless by the Company for any of those payments of personal tax liability. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 8 5 will be made in writing by a nationally recognized accounting or valuation firm of independent public accountants selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 8, 5 the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive Employee will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear the costs and make all costs payments for the Accountants may reasonably incur Accountants’ services in connection with any calculations contemplated by this Section 8Section. The Company will have no liability to Employee for the determinations of the Accountants.

Limitation on Payments. In the event that the severance (a) If any payment or change in control-related or other payments or benefits provided for in this Agreement benefit hereunder or otherwise payable to Executive constitutes a "parachute payment" (collectively, the “Payments”as defined in Section 280G(b)(2) (i) constitute “parachute payments” within the meaning of Section 280G of the Code), and the net after­ tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and benefits to be made to Executive were three times Executive's "base amount" (iias defined in Section 280G(b)(3) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code), less $1.00, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 the aggregate of the Codeamounts constituting the parachute payments shall be reduced to an amount equal to three times Executive's base amount, whichever less $1.00. For purposes of determining the foregoing amounts, taking "net after-tax amount,'' the Company will cause to be taken into account the all applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 taxes (all computed at the highest applicable marginal rate, net of the Code, results maximum reduction in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion federal income taxes which could be obtained from a deduction of such Payments may be taxable under Section 4999 of the Codestate and local taxes). If a reduction pursuant to this Section 8 is to occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, if any, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction cancellation of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409Aaccelerated vesting of equity awards other than stock options, if any; (iii) a pro rata reduction cancellation of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Aaccelerated vesting of stock options; and (iv) a pro rata cancellation reduction of (A) accelerated vesting other benefits, if any, paid to Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of equity awards the event triggering such excise tax will be the first benefit to be reduced. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards or stock options is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant grant. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of Executive’s equity awards. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit otherwise payable to Executive under this Agreement or otherwise to the Company's stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the and such payments and benefits will be treated in accordance with the results of such vote, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by the Participant and in the order prescribed by this Section 8. In no event will Executive shall the Participant have any discretion with respect to the ordering of his payment reductions. . (b) Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company Company, the Company's legal counsel or such other person or entity to which the Parties mutually agree (the “Accountants”"Firm"), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 8.

Limitation on Payments. In If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the event that the severance or change in control-related or other payments or benefits provided for in this Agreement Company or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits will the Company shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as before any amounts of the Transaction Payment are paid to such lesser extent Executive, which of the following two alternative forms of payment would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExecutive’s receipt, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest greater amount of Payments, the Transaction Payment notwithstanding that all or some portion of such Payments the Transaction Payment may be taxable under Section 4999 subject to the Excise Tax: (1) payment in full of the Codeentire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i1) reduction of cash payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits paid to Section 409A. If Executive. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive have for any discretion amounts not paid as a result of the operation of this Section 4. a. The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 4. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the ordering of payment reductions. Unless determinations by such professional firm required to be made hereunder. b. The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by within fifteen (15) calendar days after the date on which Executive’s right to a nationally recognized firm of independent public accountants selected Transaction Payment is triggered or such other time as reasonably requested by the Company (or Executive. If the “Accountants”)professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G and 4999 of the Code. The Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will furnish be imposed with respect to such Transaction Payment. Any good faith determinations of the Accountants such information professional firm made hereunder shall be final, binding and documents as conclusive upon the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8and Executive.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement Plan or otherwise payable to Executive (collectively, the “Payments”) a Participant (i) constitute “"parachute payments” " within the meaning of Section 280E of the Code ("280G of the CodePayments"), and (ii) but for this Section 85, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then such payments or benefits the 280G Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive Participant on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments constituting “parachute payments” is necessary so that Payments no portion of such benefits are delivered subject to a lesser extentthe Excise Tax, reduction will occur in the following order: (i) cancellation of equity awards granted “"contingent on a change in ownership or control” " (within the meaning of Code Section 280G of the CodeG); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A409A of the Code; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s a Participant's equity awards. In no event A nationally recognized professional services firm selected by the Company, the Company's legal counsel or such other person or entity to which the parties mutually agree (the "Firm") will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, make any determination required under this Section 8 5. Such determinations will be made in writing by a nationally recognized firm of independent public accountants selected wilting by the Company (Firm and any good faith determinations of the “Accountants”), whose determination Firm will be conclusive and binding upon Executive Participant and the Company for all purposesCompany. For purposes of making the calculations required by this Section 8, 5 the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Participant and the Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 85. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 85.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 89, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance or change in control-related benefits, notwithstanding that all or some portion of portion¡of such Payments benefits may be taxable under Section 4999 of the the-Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments , which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive’s , which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductionsreductions . Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 9 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”)) , whose determination will be conclusive and binding upon Executive and the Company for all purposespurposes . For purposes of making the calculations required by this Section 89, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 89. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 89.

Limitation on Payments. In the event that it is determined that any payment or distribution of any type to or for your benefit made by the severance Company, by any of its affiliates, by any person who acquires ownership or change in control-related effective control or other payments or benefits provided for in this Agreement or otherwise payable to Executive ownership of a substantial portion of the Company’s assets (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the CodeCode or by any affiliate of such person, and whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (ii) but for this Section 8the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the CodeCode or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then such payments or distributions or benefits will be payable either: (ai) delivered in full, ; or (bii) delivered as to such lesser extent amount which would result in no portion of such payments or distributions or benefits being subject to excise tax under Section 4999 of the CodeExcise Tax. You will receive the greater, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of (i) or (ii) above. In the greatest amount of event that clause (ii) above applies, and a reduction is required to be applied to the Total Payments, notwithstanding that all or some portion of such the Total Payments may will be taxable under Section 4999 of reduced by the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction will occur Company in the following order: (i1) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); payments and benefits due under Sections 8(b)(i) and (ii) a pro rata reduction of will be reduced (Aif necessary, to zero) cash payments in such order with amounts that are payable first reduced first; provided, however that in all events such payments which are not subject to Section 409A of the Internal Revenue Code of 1986, as deferred compensation amended (the “Code”) will be reduced first; (2) payments and benefits due in respect of any options to purchase shares of common stock of the Company will be reduced second; (3) payments and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has not been made will be reduced third and (B4) cash payments not subject and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has been made will be reduced fourth. Notwithstanding anything to Section 409A; (iii) a pro rata the contrary herein, in all events, you will have no right, power or discretion to determine the reduction of (A) employee payments and/or benefits that are subject hereunder and any such reduction will be structured in a manner intended to comply with Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductionsCode. Unless you and the Company and Executive agree otherwise agree in writing, any determination required under this Section 8 6(b) will be made in writing by a nationally recognized firm of qualified independent public accountants accountant selected by the Company (the “AccountantsAccountant”), ) whose determination will be conclusive and binding upon Executive binding. You and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Accountant such information documentation and documents as the Accountants Accountant may reasonably request in order to make a determination under this Section 8determination. The Company will bear all costs that the Accountants Accountant may reasonably incur in connection with performing any calculations contemplated by this Section 86(b).

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either: (a) delivered in full, oror ▇▇▇▇▇ - ▇▇▇▇▇▇ - Executive Employment Agreement (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “"Payments”") (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code, Code and (ii) but for this Section 811, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits Executive's the Payments will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Code. If a reduction in Payments constituting “"parachute payments” " is necessary so that the Payments are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive’s , which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to the Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata. In no event will shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 11 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “"Accountants”"), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 811, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 811.

Limitation on Payments. In the event If any payment or benefit (including but not limited to payments, vesting and benefits pursuant to this Agreement) that the severance or change in control-related or other payments or benefits provided for in this Agreement Executive would receive from the Employer or otherwise payable to Executive (collectively, the “PaymentsTransaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code, and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeInternal Revenue Code (the “Excise Tax”), then such payments or benefits will the Employer shall cause to be either: (a) delivered in fulldetermined, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 before any amounts of the CodeTransaction Payment are paid or provided to the Executive, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 following two alternative forms of the Code, results payment would result in the receipt by Executive Executive’s receipt, on an after-tax basis, of the greatest greater amount of Payments, the Transaction Payment notwithstanding that all or some portion of such Payments the Transaction Payment may be taxable under Section 4999 subject to the Excise Tax: (1) payment and provision in full of the Codeentire amount of the Transaction Payment (a “Full Payment”), or (2) payment and provision of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Employer shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments, vesting and/or benefits constituting the Transaction Payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i1) reduction of cash payments; (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits paid or provided to Section 409A. If the Executive. In the event that acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards. In no event will Executive have the Employer or any discretion with respect stockholder be liable to the ordering Executive for any amounts not paid as a result of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under operation of this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 815.

Limitation on Payments. In the event (a) If any payment or benefit that the severance or change in control-related or other payments or benefits provided for in Executive would receive under this Agreement or from the Company, an Affiliate or any other party whether in connection with the provisions herein or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits Payment will be either: equal to the Best Results Amount. The “Best Results Amount” will be either (ax) delivered in full, or the full amount of such Payment or (by) delivered as to such lesser extent which amount as would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable U.S. and non-U.S. federal, state and local employment taxes, income taxes and the excise tax imposed by Section 4999 of the CodeExcise Tax, results in the receipt by Executive Executive’s receipt, on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Codegreater amount. If a reduction in Payments payments or benefits constituting “parachute payments” payments is necessary so that Payments are delivered to a lesser extentthe Payment equals the Best Results Amount, reduction will occur in the following order: (i) reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G in the reverse order of date of grant of the Codeawards (that is, the most recently granted equity awards will be cancelled first); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata. Notwithstanding anything herein to the contrary, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s equity awardsstockholders for approval in accordance with Treasury Regulations Section 1.280G1 Q&A 7, then the 280G Amounts will be treated in accordance with the results of such vote; provided that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance or change in control-related or other payments or benefits, notwithstanding that all or some portion of such Payments payments or benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and/or other payments or benefits constituting “parachute payments” is necessary so that Payments payments or benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, which will occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iii) reduction of other benefits paid or provided to Executive’s , which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.

Limitation on Payments. In the event that the severance or change in control-related or other payments or and benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (ix) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (iiy) but for this Section 89, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits Payments will be either:: ​ (a) delivered in full, oror ​ (b) delivered as to such lesser extent which would result in no portion of such benefits Payments being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the CodeExcise Tax, results in the receipt by Executive Executive, on an after-after - tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “"parachute payments” " is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “"contingent on a change in ownership or control” (" within the meaning of Section 280G of the CodeCode in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelledawards, such acceleration of vesting which will be cancelled occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive’s , which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity awardsaward was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the ordering of payment reductions. ​ Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 9 will be made in writing by the Company’s legal counsel, a nationally ​ ​ ​ recognized firm of independent public accountants selected by the Company Company, or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 89, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 89. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 8.9. ​

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 822, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or Executive’s benefits will under this Agreement shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, either whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the CodeExcise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i1) reduction of cash payments in reverse chronological order (i.e., the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced), (2) cancellation of equity awards granted within the twelve-month period prior to a “contingent on a change in ownership or of control” (within the meaning of as determined under Code Section 280G G) that are deemed to have been granted contingent upon the change of control (as determined under Code Section 280G), in the reverse order of date of grant of the Codeawards (i.e., the most recently granted equity awards will be cancelled first); , (ii3) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s the awards (i.e., the vesting of the most recently granted equity awardsawards will be cancelled first) and (4) reduction of continued employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will shall be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and Executive will shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will shall bear all costs for fees related to the Accountants may reasonably incur Accountants’ services in connection with any calculations contemplated by this Section 8Section.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 84, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Employee’s benefits under Section 3 will be either: (a) a. delivered in full, or (b) b. delivered as to such lesser extent which would result in no portion of such benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive Employee on an after-tax basis, of the greatest amount of Paymentsbenefits, notwithstanding that all or some portion of such Payments benefits may be taxable under Section 4999 of the Code. If a reduction in Payments severance and other benefits constituting “parachute payments” is necessary so that Payments benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments; cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G of the CodeG); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata , cancellation of (A) accelerated vesting of equity awards awards; and reduction of employee benefits. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards award compensation is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of ExecutiveEmployee’s equity awards. In no event will Executive shall Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive Employee otherwise agree in writing, any determination required under this Section 8 4 will be made in writing by a nationally recognized firm of the Company’s independent public accountants selected by immediately prior to a Change of Control or such other person or entity to which the Company parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 84, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive Employee will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 84.

Limitation on Payments. In the event that the severance or change in control-related or and other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or Executive’s severance benefits under Section 7 will be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the CodeCode (a “Reduced Payment”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of Paymentsseverance benefits, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. If a Reduced Payment is made, (x) the severance and other benefits shall be paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting a parachute payment, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction will payments and/or benefits shall occur in the following order: (i1) reduction of cash payments (if any); (2) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation other than stock options; (3) cancellation of accelerated vesting of stock options; and (B4) equity awards not subject reduction of other benefits (if any) paid to Section 409A. If Executive. In the event that acceleration of vesting of compensation from Executive’s equity awards is to be cancelledreduced, such acceleration of vesting will shall be cancelled canceled in the reverse order of the date of grant grant. Executive shall have no right to modify or otherwise influence the reduction of Executive’s equity awards. In no event will Executive have any discretion with respect to payments under the ordering of payment reductionsReduced Payment alternative. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized firm of the Company’s independent public accountants selected by the Company immediately prior to Change of Control (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.

Limitation on Payments. In If any payment or benefit that you would receive from any Company Group member or any other party whether in connection with the event that the severance or change in control-related or other payments or benefits provided for provisions in this Agreement or otherwise payable to Executive (collectively, the “PaymentsPayment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, and (ii) but for this Section 8sentence, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such payments or benefits the Payment will be either: equal to the Best Results Amount. The “Best Results Amount” will be either (ax) delivered in full, or the full amount of the Payment or (by) delivered as to such a lesser extent which amount that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing those amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the excise tax imposed by Section 4999 of the CodeExcise Tax, results in the receipt by Executive your receipt, on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Codegreater amount. If a reduction in Payments payments or benefits constituting “parachute payments” payments is necessary so that Payments are delivered to a lesser extentthe Payment equals the Best Results Amount, reduction will occur in the following order: (iA) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (B) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the CodeCode in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iiC) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) the accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s the awards (that is, the vesting of the most recently granted equity awardsawards will be cancelled first); and (D) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will Executive you have any discretion with respect to the ordering of payment Payment reductions. Unless You will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and you will not be reimbursed, indemnified, or held harmless by any member of the Company and Executive otherwise agree in writing, Group for any determination required under this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes those payments of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8personal tax liability.

Limitation on Payments. In the event If Executive receives, is provided or may receive or be provided any payment or benefit that the severance or change constitutes a "parachute payment" (as defined in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”Section 280G(b)(2) (i) constitute “parachute payments” within the meaning of Section 280G of the Code), and the net after-tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and benefits to be made to Executive were three times Executive's "base amount" (iias defined in Section 280G(b)(3) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code), less $1.00, then such payments or benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 the aggregate of the Codeamounts constituting the parachute payments shall be reduced to an amount equal to three times Executive's base amount, whichever less $1.00. For purposes of determining the foregoing amounts, taking "net after-tax amount," the Company will cause to be taken into account the all applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 taxes (all computed at the highest applicable marginal rate, net of the Code, results maximum reduction in the receipt by Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion federal income taxes which could be obtained from a deduction of such Payments may be taxable under Section 4999 of the Codestate and local taxes). If a reduction pursuant to this Section 10 is to occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a lesser extent, reduction payments and/or benefits will occur in the following order: (i) cancellation reduction of equity awards granted “contingent cash payments, if any, which shall occur in reverse chronological order such that the cash payment owed on a change in ownership or control” (within the meaning of Section 280G latest date following the occurrence of the Code)event triggering such excise tax will be the first cash payment to be reduced; (ii) a pro rata reduction cancellation of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409Aaccelerated vesting of equity awards other than stock options, if any; (iii) a pro rata reduction cancellation of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409Aaccelerated vesting of stock options, if any; and (iv) a pro rata cancellation reduction of (A) accelerated vesting other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of equity awards the event triggering such excise tax will be the first benefit to be reduced. In the event that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards or stock options is to be cancelledreduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant grant. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of Executive’s equity awards. In no event will shall Executive have any discretion with respect to the ordering of his payment reductions. . (a) Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company Company, the Company's legal counsel or such other person or entity to which the Parties mutually agree (the “Accountants”"Firm"), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 810, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G 2800 and 4999 of the Code. The Company and Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 810. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 810.