Common use of Limitation on Payments Clause in Contracts

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or other payments and benefits payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 3, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of 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, the reduction will occur in the following order: (a) 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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.

Limitation on Payments. In the event that the severance or change in control-related or other payments and or benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 39, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other such payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance or change in control-related or other payments or benefits, notwithstanding that all or some portion of the Payment such payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and/or other 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 payments or benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which will occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which will occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards will be cancelled reduced first); and (iii) reduction of other benefits paid or provided to Executive, 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 and if benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards shall will 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 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 9, 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 9. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In (a) If the event that the payments and benefits provided for Change in this Agreement Control Severance Benefits together with any other payment or other payments and benefits payable or provided benefit Employee would receive pursuant to the Executive a Change in Control (collectively, “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 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of 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 ExecutiveEmployee’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 lf 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 CodeAmount, the reduction will shall occur in the following order unless Employee elects in writing a different order: (a) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence payments; cancellation of acceleration of vesting; reduction of employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting is 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 (if two or more equity awards are granted on the same date, each award will it shall be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards cancelled in the reverse order of the date of grant of the awards Equity Awards unless Employee elects in writing a different order for cancellation. (i.e., b) The Company may engage the vesting accounting firm engaged by the Company for general audit purposes as of the most recently granted equity awards will be cancelled first and if more than one equity award was made day prior to Executive on the same effective date of grant, the Change in Control or another firm to perform the foregoing calculations. The Company shall bear 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 expenses with respect to the ordering of payment reductionsdeterminations by such firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and the Company within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or the Company) or such other time as requested by Employee or the Company.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (icollectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (iiy) but for this Section 39, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) such Payments will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such Payments being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after taking into account all the applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in the receipt by Executive’s receipt, on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which will occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will 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 cancelled reduced first); and (iv) reduction of other benefits paid or provided to Executive, 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 and if benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards shall will 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 9 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 9, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 35, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) Section 3 will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) 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); (bii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards Code in the reverse order of date of grant of the awards (i.e.that is, the most recently granted Equity Awards will be cancelled first); (iii) reduction of the accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards Equity Awards 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 ratafirst); and (div) reduction of employee benefits in reverse chronological order (i.e.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 the 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 5 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 5, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or other payments and benefits payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 3, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of 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, the reduction will occur in the following order: (a) 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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.

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 payments and other benefits provided for in this Agreement or Employment Agreement, together with all other payments and benefits payable that Executive receives or provided is entitled to receive from the Executive Company or any of its subsidiaries, (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 38.0, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s such payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced either: (a) delivered in full; or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent as would result in no portion of the Payment such payments and benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment payments and benefits, notwithstanding that all or some portion of the Payment such payments and benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or and benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount payments and no portion of such Payment will be subject benefits are delivered to the excise tax a lesser extent under Section 4999 of the Code8.0(b) hereof, the reduction will shall occur in the following order: (ai) reduction of cash severance payments in reverse chronological order (that is, the cash payment owed on reduced from the latest date following scheduled payments to the occurrence of the event triggering the excise tax will be the first cash payment to be reducedearliest scheduled payments); (bii) cancellation of any equity awards that were granted “contingent on a change are included under Section 280G of the Code 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); (iii) cancellation of the accelerated vesting of any equity awards included under Section 280G of the Code at an accelerated value (and 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) (and if such values are the same, from latest to earliest vesting dates); and (iv) reduction of any other non-cash benefits (including the value of the accelerated payment of any cash payments), reduced in ownership or control” within the meaning order of highest to lowest value under Code Section 280G (and if two or more equity awards such values are granted on the same datesame, from latest to earliest payment dates); provided, in each award case, that any such reduction shall be made in a manner consistent with the requirements of Section 409A. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8.0 will be reduced made in writing by an independent, nationally recognized accounting firm selected by the Company (the “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 8.0, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on a pro- rata basis); (c) reduction reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards Code. The Company and Executive 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 furnish to the ordering of payment reductionsFirm such information and documents as the Firm may reasonably request in order to make a determination under this Section 8.0. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 8.0.

Limitation on Payments. In the event that the If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change of Control from the Company or other payments and benefits payable or provided to the Executive otherwise (“Transaction 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 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Transaction Payment that are paid to Executive, which of the following two alternative forms of payment would result in no portion of 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 Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)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 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 within 15 calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish the Company and 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 professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement If any payment or other payments and benefits payable benefit Employee would receive from Employer or provided to the Executive otherwise (“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 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of 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 ExecutiveEmployee’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 CodeAmount, the reduction will shall occur in the following order: order unless Employee elects in writing a different order (a) 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 in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence payments; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of stock award compensation is to be reduced); (b) cancellation , such acceleration of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will vesting shall be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards cancelled in the reverse order of the date of grant of the Employee’s stock awards (i.e., the vesting unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Employer for general audit purposes as of the most recently granted equity awards will be cancelled first and if more than one equity award was made day prior to Executive on the same effective 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 that triggers the excise tax will be Payment shall perform the first benefit 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 be reduced)make the determinations required hereunder. In no event will the Executive have any discretion Employer shall bear all expenses with respect to the ordering determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to 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 Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish Employer and 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 accounting firm made hereunder shall be final, binding and conclusive upon Employer and Employee.

Limitation on Payments. In the event that the payments and severance or change in control-related or other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 39, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other such payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance or change in control-related benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which shall occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards will be cancelled reduced first); and (iii) reduction of other benefits paid or provided to the Executive, 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 and if benefit to be reduced. If more than one equity award was made to the 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 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 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 9, 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 9. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement If any payment or other payments and benefits payable benefit Employee would receive from Employer or provided to the Executive otherwise (“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 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of 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 ExecutiveEmployee’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 CodeAmount, the reduction will shall occur in the following order: order unless Employee elects in writing a different order (a) 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 in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence payments; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of stock award compensation is to be reduced); (b) cancellation , such acceleration of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will vesting shall be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards cancelled in the reverse order of the date of grant of the Employee’s stock awards (i.e., the vesting unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Employer for general audit purposes as of the most recently granted equity awards will be cancelled first and if more than one equity award was made day prior to Executive on the same effective 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 that triggers the excise tax will be Payment shall perform the first benefit 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 be reduced)make the determinations required hereunder. In no event will the Executive have any discretion Employer shall bear all expenses with respect to the ordering determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to 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 Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish Employer and 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 accounting firm made hereunder shall be final, binding and conclusive upon Employer and Employee.

Limitation on Payments. In the event that the If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or other payments and benefits payable or provided to the Executive otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Transaction Payment that are paid to Executive, which of the following two alternative forms of payment would result in no portion of 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 Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)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 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 within 15 calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish the Company and 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 professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 312, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or the severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (a1) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence severance payments; (2) cancellation of accelerated vesting of equity awards; and (3) reduction of continued employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of equity award compensation is to be reduced); (b) cancellation , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 12 will be made in writing by the independent public accountants 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 “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 12, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 12. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 12.

Limitation on Payments. In To the event extent that any of the payments and or benefits provided for in this Agreement or other payments and benefits payable or provided otherwise to the Executive Employee (icollectively the “Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) and, but for this Section 35, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment Payments that would result in no portion of the Payment Payments being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the PaymentPayments, 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 Executivethe Employee’s receipt, on an after-tax basis, of the greater amount of the Payment Payments 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 CodeAmount, the reduction will shall occur in the following order: order unless the Employee elects in writing a different order (a) 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 in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence payments; cancellation of accelerated vesting of Equity Awards; reduction of employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of Equity Awards is to be reduced); (b) cancellation , such acceleration of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will vesting shall be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards cancelled in the reverse order of the date of grant of the awards Employee’s Equity Awards (i.e., earliest granted Equity Awards cancelled last) unless the vesting Employee elects in writing a different order for cancellation. The accounting firm engaged by the Company for general audit purposes as of the most recently granted equity awards will be cancelled first and if more than one equity award was made day prior to Executive on the same effective date of grantthe 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, all such awards shall have their acceleration entity or group effecting the Hostile Takeover or Change of vesting reduced pro rata); and (d) reduction of employee benefits in reverse chronological order (i.e.Control, the benefit owed on Company shall appoint a nationally recognized accounting firm to make the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced)determinations required hereunder. In no event will the Executive have any discretion The Company shall bear all expenses with respect to the ordering determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Employee and the Company within 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. If the accounting firm determines that no Excise Tax is payable with respect to the Payments, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish the Employee and 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 accounting firm made hereunder shall be final, binding and conclusive upon the Employee and the Company.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (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 39, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) Section 7 will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards Equity Awards, which shall occur in the reverse order of the date of grant of the awards for such Equity Awards (i.e., the vesting of the most recently granted equity awards Equity Awards will be cancelled reduced first); and (iii) reduction of other benefits paid or provided to Executive, 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 and if benefit to be reduced. If more than one equity award 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 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 9, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 38, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” shall be either either: (xa) the largest portion of the Payment that delivered in full, or (b) delivered as to such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (a1) reduction of cash payments in reverse chronological order (that isi.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); , (b2) cancellation of equity awards that were 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 (if two or more as determined under Code Section 280G), in the reverse order of date of grant of the awards (i.e., the most recently granted equity awards are granted on the same date, each award will be reduced on a pro- rata basiscancelled first); , (c3) reduction cancellation of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata); first) and (d4) 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 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 shall be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination 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 Section 280G and 4999 of the Code. The Company and Executive 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 shall bear all costs for fees related to the Accountants’ services in connection with any calculations contemplated by this Section 8.

Limitation on Payments. In the event that the If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or other payments and benefits payable or provided to the Executive otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Transaction Payment that are paid to Executive, which of the following two alternative forms of payment would result in no portion of 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 Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)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 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 within 15 calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish the Company and 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 professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Limitation on Payments. In the event that the (a) If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or other payments and benefits payable or provided to the Executive otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Transaction Payment that are paid to Executive, which of the following two alternative forms of payment would result in no portion of 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 Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)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 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 within 15 calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish the Company and 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 professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 39, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or the severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (a1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments in reverse chronological order payments, if any; (that is, the cash payment owed on the latest date following the occurrence 3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of equity award compensation is to be reduced); (b) cancellation , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 9 will be made in writing by an independent firm immediately prior to Change of Control (the “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 9, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments and any payment or benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 317.b, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other such payments or benefits (the “Payment”) will be reduced either: i. delivered in full, or ii. delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Employee on an after-tax basis, of the greater greatest amount of the Payment severance or change in control-related or other payments or benefits, notwithstanding that all or some portion of the Payment such payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. 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 benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which will occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which will occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards 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 ratafirst); and (diii) reduction of employee other benefits paid or provided to the Employee, which will occur in reverse chronological order (i.e., such that the benefit owed on the latest date following the occurrence of the event triggering the such excise tax will be the first benefit to be reduced). If more than one equity award 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 the Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 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 Employee and the Company for all purposes. For purposes of making the calculations required by this Section 17.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 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 17.b.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 35, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the ExecutiveEmployee’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) Section 4 will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits 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, results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (ai) 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 Excise Tax will be the first cash payment to be reduced); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G of the Code in the reverse order of date of grant of the awards (if two or more that is, the most recently granted equity awards are granted on the same date, each award will be reduced on a pro- rata basiscancelled first); (ciii) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (i.e.that is, the vesting of the most recently granted equity awards 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 ratafirst); and (div) reduction of employee benefits in reverse chronological order (i.e.that is, the benefit owed on the latest date following the occurrence of the event triggering the excise tax Excise Tax will be the first benefit to be reduced). In no event will the 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 Employee otherwise agree in writing, any determination required under this Section 5 will be made in writing by nationally recognized accounting or valuation firm 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 Employee and the Company for all purposes. For purposes of making the calculations required by this Section 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 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. The Company will bear the costs and make all payments for the Accountants’ services in connection with any calculations contemplated by this Section. The Company will have no liability to Employee for the determinations of the Accountants.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (ix) constitute “parachute payments” within the meaning of Section 280G of the Code and (iiy) but for this Section 3, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” shall be either (xi) the largest portion of the Payment that delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits 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 taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, the reduction will shall occur in the following order: (a) first, reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced; second, cancellation of accelerated vesting of equity awards, 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); (b) cancellation and third, reduction of equity awards employee benefits, which shall occur in reverse chronological order such that were granted “contingent the benefit owed on a change in ownership or control” within the meaning latest date following the occurrence of Code Section 280G (if the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 will be made in writing by a well-recognized independent public 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, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section.”

Limitation on Payments. In If any payment or benefit you would receive pursuant to a Change in Control from the event that the payments and benefits provided for in this Agreement Company or other payments and benefits payable or provided to the Executive otherwise (“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 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of 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, taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an the 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 CodeAmount, the reduction will shall occur in the following order: (ai) reduction of 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 Excise Tax will be the first cash payment to be reduced); (bii) cancellation of next, any equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G of the Code shall be reduced (if two or more equity awards are granted on the same date, each equity award will be reduced on a pro- pro-rata basis); (ciii) reduction of the next, any accelerated vesting of other equity awards shall be reduced in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first reduced first, and if more than one equity award was made granted to Executive you on the same date of grantdate, all such awards shall will have their acceleration of vesting reduced pro rata); and (div) finally, reduction of other employee benefits paid or provided to you 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 you have any discretion with respect to the ordering of payment reductionsreductions The Company or an accounting firm engaged by the Company, as determined in the sole discretion of the Company shall perform the calculations described above (the Company or accounting firm performing such calculations, the “Calculation Team”). The Company shall bear all expenses with respect to the determinations required to be made hereunder. The Calculation Team engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within 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. If the Calculation Team determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and 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 Calculation Team made hereunder shall be final, binding and conclusive upon you and the Company.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (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 310, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) Section 8 will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which will occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards Equity Awards, which will occur in the reverse order of the date of grant of the awards for such Equity Awards (i.e., the vesting of the most recently granted equity awards Equity Awards will be cancelled reduced first); and (iii) reduction of other benefits paid or provided to Executive, 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 and if benefit to be reduced. If more than one equity award Equity Award was made to Executive on the same date of grant, all such awards shall will 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 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 10, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 10.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to Employee (collectively, the Executive “Payments”) (ix) constitute “parachute payments” within the meaning of Section 280G of the Code and (iiy) but for this Section 37, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) such Payments will be reduced either: a. delivered in full, or b. delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such Payments being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after taking into account all the applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receiptthe receipt by Employee, on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which will occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will 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 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 ratafirst); and (div) reduction of employee other benefits paid or provided to Employee, which will occur in reverse chronological order (i.e., such that the benefit owed on the latest date following the occurrence of the event triggering the 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 the Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 7 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 7, the 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 Employee will furnish to the Firm such information and documents as the Accountants may reasonably request in order to make a determination under this Section 7. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 7.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 39, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or the severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (a1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments in reverse chronological order payments, if any; (that is, the cash payment owed on the latest date following the occurrence 3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of equity award compensation is to be reduced); (b) cancellation , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 9 will be made in writing by an independent firm immediately prior to a Change of Control (the “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 9, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments and severance benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 35, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) Section 3 will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which shall occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards will be cancelled reduced first); and (iii) reduction of other benefits paid or provided to the Executive, 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 and if benefit to be reduced. If more than one equity award was made to the 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 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 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 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 will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.

Limitation on Payments. In (a) If Executive receives, is provided or may receive or be provided any payment or benefit that constitutes a “parachute payment” (as defined in Section 280G(b)(2) of the event that 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 provided for to be made to Executive were three times Executive’s “base amount” (as defined in this Agreement or other payments and benefits payable or provided to the Executive (iSection 280G(b)(3) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 3Code), would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)less $1.00, then the Executive’s aggregate of the amounts constituting the parachute payments and benefits under this Agreement or other payments or benefits (the “Payment”) will shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject an amount equal to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever three times Executive’s base amount, after taking less $1.00. For purposes of determining the “net after-tax amount,” the Company will cause to be taken into account all applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax excise taxes (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from a deduction of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Taxsuch state 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 or and/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, the reduction will occur in the following order: (ai) reduction of cash payments payments, if any, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order other than stock options, if any; (iii) cancellation of date of grant of the awards (i.e., the accelerated vesting of the most recently granted equity awards will be cancelled first and stock options, 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)any; and (div) reduction of employee benefits other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order (i.e., such that the payment or benefit owed on the latest date following the occurrence of the event triggering the such excise tax will be the first benefit to be reduced). In the event that acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of 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. In no event will the 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 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company, the Company’s legal counsel or such other person or entity to which the Parties mutually agree (the “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 10, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 10. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 10.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 39, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or the severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (a1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments in reverse chronological order payments, if any; (that is, the cash payment owed on the latest date following the occurrence 3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of equity award compensation is to be reduced); (b) cancellation , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 9 will be made in writing by an independent firm immediately prior to a Change of Control (the “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 9, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement If any payment or other payments and benefits payable benefit Employee would receive from Employer or provided to the Executive otherwise ("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 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (“the "Excise Tax”"), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of 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 Employee'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 CodeAmount, the reduction will shall occur in the following order: order unless Employee elects in writing a different order (a) 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 in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence payments; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of stock award compensation is to be reduced); (b) cancellation , such acceleration of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will vesting shall be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards cancelled in the reverse order of the date of grant of the Employee's stock awards (i.e., the vesting unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Employer for general audit purposes as of the most recently granted equity awards will be cancelled first and if more than one equity award was made day prior to Executive on the same effective 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 that triggers the excise tax will be Payment shall perform the first benefit 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 be reduced)make the determinations required hereunder. In no event will the Executive have any discretion Employer shall bear all expenses with respect to the ordering determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to 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 Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish Employer and 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 accounting firm made hereunder shall be final, binding and conclusive upon Employer and Employee.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 35, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) Section 3 will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) 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); (bii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards Equity Awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (ciii) reduction of the accelerated vesting of equity awards Equity Awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards Equity Awards will be cancelled first and if more than one equity award Equity Award was made to Executive on the same date of grant, all such awards shall will have their acceleration of vesting reduced pro rata); and (div) 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 5 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 5, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5.

Limitation on Payments. In the event that the If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or other payments and benefits payable or provided to the Executive otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Transaction Payment that are paid to Executive, which of the following two alternative forms of payment would result in no portion of 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 Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)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 reductionsdeterminations 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 within 15 calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction

Limitation on Payments. In the event that the payments and severance or change in control-related or other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 39, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other such payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance or change in control-related or other benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which will occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which will occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards 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 ratafirst); and (diii) reduction of employee other benefits paid or provided to the Executive, which will occur in reverse chronological order (i.e., such that the benefit owed on the latest date following the occurrence of the event triggering the such excise tax will be the first benefit to be reduced). If more than one equity award 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 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 9, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 314, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments severance and other benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance and other benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance and other benefits, notwithstanding that all or some portion of the Payment such severance and other benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or the severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (a) 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c1) reduction of the cash severance payments, in the order that such payments would otherwise have been paid; (2) cancellation of accelerated vesting of equity awards that vest, in whole or in part, based on the achievement of performance criteria, in the reverse order that such awards would have vested; (3) cancellation of date accelerated vesting of grant equity awards that vest based solely on continued service, in the order of the awards (i.e., the vesting percentage of the most recently granted equity awards will be cancelled first and if more than one equity award was made to Executive on the same date fair market value of grant, all such awards shall have their acceleration of vesting reduced pro ratathat constitutes a parachute payment (commencing with the largest percentage); and (d4) reduction of continued employee benefits benefits. 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 reverse chronological order (i.e.accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the benefit owed 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 14. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 14 will be made in writing by an independent firm (the “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 14, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the latest date following the occurrence application of Sections 280G and 4999 of the event triggering the excise tax Code. The Company and Executive will be the first benefit to be reduced). In no event will the Executive have any discretion with respect furnish to the ordering Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 14. The Company will bear the fees of payment reductionsthe Firm and all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 14.

Limitation on Payments. In (a) If the event that the payments and benefits provided for Change in this Agreement Control Severance Benefits together with any other payment or other payments and benefits payable or provided benefit Employee would receive pursuant to the Executive a Change in Control (collectively, “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 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of 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 ExecutiveEmployee’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 maybe 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 CodeAmount, the reduction will shall occur in the following order unless Employee elects in writing a different order: (a) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence payments; cancellation of acceleration of vesting; reduction of employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting is 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 (if two or more equity awards are granted on the same date, each award will it shall be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards cancelled in the reverse order of the date of grant of the awards Equity Awards unless Employee elects in writing a different order for cancellation. (i.e., b) The Company may engage the vesting accounting firm engaged by the Company for general audit purposes as of the most recently granted equity awards will be cancelled first and if more than one equity award was made day prior to Executive on the same effective date of grant, the Change in Control or another firm to perform the foregoing calculations. The Company shall bear 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 expenses with respect to the ordering of payment reductionsdeterminations by such firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and the Company within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or the Company) or such other time as requested by Employee or the Company.

Limitation on Payments. In the event that the If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or other payments and benefits payable or provided to the Executive otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Transaction Payment that are paid to Executive, which of the following two alternative forms of payment would result in no portion of 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 Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)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 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 within fifteen (15) calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish the Company and 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 professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Limitation on Payments. In the event that the payments and severance benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 312, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) Section 8 will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which will occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which will occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards 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 ratafirst); and (diii) reduction of employee other benefits paid or provided to the Executive, which will occur in reverse chronological order (i.e., such that the benefit owed on the latest date following the occurrence of the event triggering the such excise tax will be the first benefit to be reduced). If more than one equity award 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 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 12, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 12.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (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 35, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) Section 3 will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) 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); (bii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards Equity Awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (ciii) reduction of the accelerated vesting of equity awards Equity Awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first and if more than one equity award Equity Award was made to Executive on the same date of grant, all such awards shall will have their acceleration of vesting reduced pro rata); and (div) 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 5 will be made in writing by a nationally recognized certified 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”) immediately prior to Change in Control, 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 5, the 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 Firm such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 5.

Limitation on Payments. In the event that the payments and or benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to Executive (collectively, the Executive “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 311, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) Payments will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such Payments being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment Payments, notwithstanding that all or some portion of the Payment such Payments may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or benefits Payments constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject Payments are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which shall occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards will be cancelled reduced first); and (iii) reduction of other benefits paid or provided to the Executive, 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 and if benefit to be reduced. If more than one equity award was made to the 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 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 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 11, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11.

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 payments and benefits provided for provisions in this Agreement or other payments and benefits payable or provided to otherwise (the Executive “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 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will Payment shall be reduced equal to the Reduced Best Results Amount. The “Reduced Best Results Amount” shall be either (x) the largest portion full amount of the Payment or (y) a lesser amount that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the PaymentTax, whichever amountof those amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, 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 Taxamount. If a reduction in payments or benefits constituting “parachute payments” 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 CodeBest Results Amount, the reduction will shall occur in the following order: (a) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of stock award compensation is to be reduced); (b) cancellation , the acceleration of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will vesting shall be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards cancelled in the reverse order of the date of grant of Executive’s equity awards unless Executive elects in writing a different order for cancellation. Executive shall be solely responsible for the awards (i.e., the vesting payment of all personal tax liability that is incurred as a result of the most recently granted equity awards will payments and benefits received under this Agreement, and Executive shall not be cancelled first and if more than one equity award was made to Executive on reimbursed by the same date Company for any of grant, all such awards shall have their acceleration those payments 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 personal 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 reductionsliability.

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 payments and benefits provided for in this Agreement Company, by any of its affiliates, by any person who acquires ownership or other payments and benefits payable effective control or provided to ownership of a substantial portion of the Executive Company’s assets (i) constitute “parachute payments” within the meaning of Section 280G of the Code and or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (ii) but for this Section 3the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code 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 the Executive’s payments and benefits under this Agreement or other such payments or distributions or benefits (the “Payment”) will be reduced payable either: (i) in full; or (ii) as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser amount which would result in no portion of the Payment such payments or distributions or benefits being subject to the Excise Tax or (y) Tax. You will receive 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 receiptgreater, on an after-tax basis, of (i) or (ii) above. In the greater amount of the Payment notwithstanding event that all or some portion of the Payment may clause (ii) above applies, and a reduction is required to be subject applied to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that Total Payments, the Payment equals the Reduced Amount and no portion of such Payment Total Payments will be subject to reduced by the excise tax under Section 4999 of the Code, the reduction will occur Company in the following order: (a1) reduction of cash payments in reverse chronological order and benefits due under Sections 7(b)(i) and (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); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis)(if necessary, to zero) 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 amended (the “Code”) will be reduced first; (c2) reduction payments and benefits due in respect of any options to purchase shares of common stock of the accelerated vesting Company will be reduced second; (3) payments and benefits due in respect of equity awards in the reverse order of date of grant of the awards any fully valued Equity Awards (i.e., the vesting restricted stock or restricted stock units) for which an election under Section 83(b) of the most recently granted equity awards Code has not been made 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); third and (d4) reduction payments and benefits due in respect of employee benefits in reverse chronological order any fully valued Equity Awards (i.e., the benefit owed on the latest date following the occurrence restricted stock or restricted stock units) for which an election under Section 83(b) of the event triggering the excise tax Code has been made will be the first benefit to be reduced)reduced fourth. In no event will the Executive have any discretion with respect Notwithstanding anything to the ordering contrary herein, in all events, you will have no right, power or discretion to determine the reduction of payment reductionspayments and/or benefits hereunder and any such reduction will be structured in a manner intended to comply with Section 409A of the Code. Unless you and the Company agree otherwise in writing, any determination required under this Section 5(b) will be made in writing by a qualified independent accountant selected by the Company (the “Accountant”) whose determination will be conclusive and binding. You and the Company will furnish the Accountant such documentation and documents as the Accountant may reasonably request in order to make a determination. The Company will bear all costs that the Accountant may reasonably incur in connection with performing any calculations contemplated by this Section 5(b).

Limitation on Payments. In the event that the payments and severance or change in control-related benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 310, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance or change in control-related benefits under this Agreement or other payments or benefits (the “Payment”) otherwise will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance or change in control-related benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced); (bii) cancellation of accelerated vesting of equity awards, 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 employee benefits, which shall occur in reverse chronological order such that were granted “contingent the benefit owed on a change in ownership or control” within the meaning latest date following the occurrence of Code Section 280G (if the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 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 10, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 10.

Limitation on Payments. In the event that the any payments and or benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to Executive (collectively, the Executive “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 39, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other such payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment Payments, notwithstanding that all or some portion of the Payment such Payments may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or benefits Payments constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject Payments are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (a) 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); (bi) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G (if two or more equity awards are granted on of the same date, each award will be reduced on a pro- rata basisCode); (cii) a pro rata reduction of the (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 the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)awards. 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 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 9, 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 9. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) but for this Section 3, 11 would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” shall be either (xi) the largest portion of the Payment that delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits 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 taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, the reduction will shall occur in the following order: (a) first, reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced); (b) second, cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G of the Code in the reverse order of date of grant of the awards (if that is, the most recently granted equity awards will be cancelled first); third, cancellation of accelerated vesting of equity awards, 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 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 awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 will be made in writing by a nationally recognized certified 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”), 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, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 11. The Company will bear all costs and make all payments for the Firm’s services reasonably required in connection with any calculations contemplated by this Section 11.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 311, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or the severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (a1) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence severance payments; (2) cancellation of accelerated vesting of equity awards; and (3) reduction of continued employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of equity award compensation is to be reduced); (b) cancellation , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 11 will be made in writing by the independent public accountants 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 “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 11, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 11. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 11.

Limitation on Payments. In (a) If Executive receives, is provided or may receive or be provided any payment or benefit that constitutes a “parachute payment” (as defined in Section 280G(b)(2) of the event that 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 provided for to be made to Executive were three times Executive’s “base amount” (as defined in this Agreement or other payments and benefits payable or provided to the Executive (iSection 280G(b)(3) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 3Code), would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)less $1.00, then the Executive’s aggregate of the amounts constituting the parachute payments and benefits under this Agreement or other payments or benefits (the “Payment”) will shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject an amount equal to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever three times Executive’s base amount, after taking less $1.00. For purposes of determining the “net after-tax amount,” the Company will cause to be taken into account all applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax excise taxes (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from a deduction of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Taxsuch state 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 or and/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, the reduction will occur in the following order: (ai) reduction of cash payments payments, if any, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order other than stock options, if any; (iii) cancellation of date of grant of the awards (i.e., the accelerated vesting of the most recently granted equity awards will be cancelled first and stock options, 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)any; and (div) reduction of employee benefits other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order (i.e., such that the payment or benefit owed on the latest date following the occurrence of the event triggering the such excise tax will be the first benefit to be reduced). In the event that acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of 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. In no event will the 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 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company, the Company’s legal counsel or such other person or entity to which the Parties mutually agree (the “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 10, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 2800 and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 10. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 10.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 34, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”Section 4(a)(i) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, the Payment equals payments and benefits shall be reduced in the Reduced Amount and no portion of following order unless Executive elects in writing a different order (provided, however, that such Payment will election shall be subject to Company approval if made on or after the excise tax under date on which the event that triggers the “parachute payments” occurs): (A) a pro rata reduction of (i) cash payments that are subject to Section 4999 409A as deferred compensation and (ii) 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 reduction will occur in the following order: Code as deferred compensation and (aii) stock and other equity-based awards not subject to Section 409A; and (C) a pro rata reduction of cash payments in reverse chronological order (i) employee benefits that is, the cash payment owed on the latest date following the occurrence are subject to Section 409A as deferred compensation and (ii) employee benefits not subject to Section 409A of the Code. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of equity award compensation is to be reduced); (b) cancellation , such acceleration of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will vesting shall be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards cancelled in the reverse order of the date of grant of Executive’s equity awards. Unless the awards Company and Executive otherwise agree in writing, any determination required under this Section 4 will be made in writing by an independent firm immediately prior to Change of Control (i.e.the “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 4, the vesting 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 most recently granted equity awards Code. The Company and Executive 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 furnish to the ordering of payment reductionsFirm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement Plan or other payments and benefits otherwise payable or provided to the Executive a Participant (i) constitute “parachute payments” within the meaning of Section 280G of the Code (“280G Payments”), and (ii) but for this Section 35, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) 280G Payments will be reduced to the Reduced Amount. The “Reduced Amount” shall be either either: (i) (x) the largest portion of the Payment that delivered in full, or (ii) (y) delivered as to such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or Tax, (yiii) the largest portion, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Participant on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits 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 taxable under Section 4999 of the Code. If a reduction in the 280G Payments is necessary so that no portion of such benefits are subject to the Excise Tax, the reduction will occur in the following order: (a) 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); (bi) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basisG); (cii) a pro rata reduction of the (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. 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 a Participant’s equity awards. A nationally recognized professional services firm selected by the awards (i.e.Company, the vesting Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”) will make any determination required under this Section 5. Such determinations will be made in writing by the Firm and any good faith determinations of the most recently granted equity awards Firm will be cancelled first conclusive and if more than one equity award was made to Executive on binding upon Participant and the same date Company. For purposes 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.making the calculations required by this Section 5, the benefit owed Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the latest date following the occurrence application of Sections 280G and 4999 of the event triggering Code. Participant and the excise tax Company will be the first benefit to be reduced). In no event will the Executive have any discretion with respect furnish to the ordering of payment reductionsFirm such information and documents as the Firm may reasonably request in order to make a determination under this Section 5. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 35, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”Section 3(a) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) 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)payments; (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G G), (if iii) cancellation of accelerated vesting of equity awards; (iv) reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, 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- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 5 will be made in writing by the Company’s independent public accountants 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 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 will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (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 3, 5 would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” shall be either (xi) the largest portion of the Payment that delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits 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 taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, the reduction will shall occur in the following order: (a) first, reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced; second, cancellation of accelerated vesting of equity awards, 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); (b) cancellation and third, reduction of equity awards employee benefits, which shall occur in reverse chronological order such that were granted “contingent the benefit owed on a change in ownership or control” within the meaning latest date following the occurrence of Code Section 280G (if the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 will be made in writing by a well-recognized independent public 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, 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 5. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.

Limitation on Payments. In If any payment or benefit you would receive pursuant to a Change in Control from the event that the payments and benefits provided for in this Agreement Company or other payments and benefits payable or provided to the Executive otherwise (“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 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of 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, taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an the 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 CodeAmount, the reduction will shall occur in the following order: (ai) reduction of 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 Excise Tax will be the first cash payment to be reduced); (bii) cancellation of next, any equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G of the Code shall be reduced (if two or more equity awards are granted on the same date, each equity award will be reduced on a pro- pro-rata basis); (ciii) reduction of the next, any accelerated vesting of other equity awards shall be reduced in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first reduced first, and if more than one equity award was made granted to Executive you on the same date of grantdate, all such awards shall will have their acceleration of vesting reduced pro rata); and (div) finally, reduction of other employee benefits paid or provided to you 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 you have any discretion with respect to the ordering of payment reductions. The Company or an accounting firm engaged by the Company, as determined in the sole discretion of the Company shall perform the calculations described above (the Company or accounting firm performing such calculations, the “Calculation Team”). The Company shall bear all expenses with respect to the determinations required to be made hereunder. The Calculation Team engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within 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. If the Calculation Team determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and 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 Calculation Team made hereunder shall be final, binding and conclusive upon you and the Company.

Limitation on Payments. In the event that the payments and severance or change in control-related benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 310, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance or change in control-related benefits under this Agreement or other payments or benefits (the “Payment”) otherwise will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance or change in control-related benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced); (bii) cancellation of accelerated vesting of equity awards, 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, which shall occur in reverse chronological order such that were granted “contingent the benefit owed on a change in ownership or control” within the meaning latest date following the occurrence of Code Section 280G (if the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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)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 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 10, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 10.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (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 3, 4 would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” shall be either (xi) the largest portion of the Payment that delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits 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 taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, the reduction will shall occur in the following order: (a) first, reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced; second, cancellation of accelerated vesting of equity awards, 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); (b) cancellation and third, reduction of equity awards employee benefits, which shall occur in reverse chronological order such that were granted “contingent the benefit owed on a change in ownership or control” within the meaning latest date following the occurrence of Code Section 280G (if the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 will be made in writing by a well-recognized independent public 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, 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 4. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

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 payments and benefits provided for in this Agreement Executive would receive from the Employer or other payments and benefits payable or provided to the Executive otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Internal Revenue Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement Employer shall cause to be determined, before any amounts of the Transaction Payment are paid or other payments or benefits (the “Payment”) will be reduced provided to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion Executive, whichever of the Payment that following two alternative forms of payment would result in no portion of 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 Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment and provision in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid or provided to the Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)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 determinations by such professional firm required to be made 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 Transaction Payment is triggered or such other time as reasonably requested by the Employer or the Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish the Employer and 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 professional firm made hereunder shall be final, binding and conclusive upon the Employer and the Executive.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 34, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”Section 3(a) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount severance and no portion of such Payment will be subject other benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) 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); (bii) cancellation of equity awards Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards Equity Awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (ciii) reduction of the accelerated vesting of equity awards Equity Awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards Equity Awards will be cancelled first and if more than one equity award Equity Award was made to Executive on the same date of grant, all such awards shall will have their acceleration of vesting reduced pro rata); and (div) 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 4 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the 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 4, 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. The Company will bear all costs the Accountants may incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (icollectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (iiy) but for this Section 310, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) such Payments will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such Payments being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after taking into account all the applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in the receipt by the Executive’s receipt, on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which will occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will 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 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 ratafirst); and (div) reduction of employee other benefits paid or provided to the Executive, which will occur in reverse chronological order (i.e., such that the benefit owed on the latest date following the occurrence of the event triggering the such excise tax will be the first benefit to be reduced). If more than one equity award 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 10 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 10, the 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 Firm such information and documents as the Accountants may reasonably request in order to make a determination under this Section 10. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 10.

Limitation on Payments. In the event that the payments and any payment or benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 318.b, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other such payments or benefits (the “Payment”) will be reduced either: i. delivered in full, or ii. delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Employee on an after-tax basis, of the greater greatest amount of the Payment severance or change in control-related or other payments or benefits, notwithstanding that all or some portion of the Payment such payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. 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 benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which will occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which will occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards 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 ratafirst); and (diii) reduction of employee other benefits paid or provided to the Employee, which will occur in reverse chronological order (i.e., such that the benefit owed on the latest date following the occurrence of the event triggering the such excise tax will be the first benefit to be reduced). If more than one equity award 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 the Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 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 Employee and the Company for all purposes. For purposes of making the calculations required by this Section 18.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 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 18.b.

Limitation on Payments. In the event that the If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or other payments and benefits payable or provided to the Executive otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Transaction Payment that are paid to Executive, which of the following two alternative forms of payment would result in no portion of 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 ’ s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)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 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 within 15 calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish the Company and 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 professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Limitation on Payments. In the event that the payments and severance benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 311, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) Section 8 will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which shall occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards will be cancelled reduced first); and (iii) reduction of other benefits paid or provided to the Executive, 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 and if benefit to be reduced. If more than one equity award was made to the 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 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 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 11, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement Plan or other payments and benefits otherwise payable or provided to the Executive a Participant (i) constitute “parachute payments” within the meaning of Section 280G of the Code (“280G Payments”), and (ii) but for this Section 35, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) 280G Payments will be reduced either: ​ 1. (x)delivered in full, or ​ 2. (y)delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Participant on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits 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 taxable under Section 4999 of the Code. If a reduction in the 280G Payments is necessary so that no portion of such benefits are subject to the Excise Tax, the reduction will occur in the following order: (a) 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); (bi) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basisG); (cii) 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 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 equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. 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 a Participant’s equity awards. ​ A nationally recognized professional services firm selected by the awards (i.e.Company, the vesting Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”) will make any determination required under this Section 5. Such determinations will be made in writing by the Firm and any good faith determinations of the most recently granted equity awards Firm will be cancelled first conclusive and if more than one equity award was made to Executive binding upon Participant and the Company. For purposes of making the calculations required by this Section 5 the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the same date application of grant, all such awards shall have their acceleration of vesting reduced pro rata); Sections 280G and (d) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence 4999 of the event triggering Code. Participant and the excise tax Company will be the first benefit to be reduced). In no event will the Executive have any discretion with respect furnish to the ordering of payment reductions.Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 5. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5. ​

Limitation on Payments. In the event that the (a) If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or other payments and benefits payable or provided to the Executive otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Transaction Payment that are paid to Executive, which of the following two alternative forms of payment would result in no portion of 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 Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)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 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 4. Executive within 15 calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish the Company and 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 professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Limitation on Payments. In the event that the severance or change in control-related or other payments and or benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to Executive (collectively, the Executive “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 38, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other such payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment Payments, notwithstanding that all or some portion of the Payment such Payments may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or benefits Payments constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject Payments are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (a) 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); (bi) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G (if two or more equity awards are granted on of the same date, each award will be reduced on a pro- rata basisCode); (cii) a pro rata reduction of the (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 the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)awards. 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 ▇▇▇▇▇ - Executive Employment Agreement 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 payments and severance or other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 316, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement severance or other payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance or change in control-related benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which shall occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards will be cancelled reduced first); and (iii) reduction of other benefits paid or provided to the Executive, 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 and if benefit to be reduced. If more than one equity award was made to the 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 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 16 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 16, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 16.

Limitation on Payments. In the event that the payments and any payment or benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 317(b), would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other such payments or benefits (the “Payment”) will be reduced either: i. delivered in full, or ii. delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance or change in control-related or other payments or benefits, notwithstanding that all or some portion of the Payment such payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. 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 benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which will occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which will occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards 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 ratafirst); and (diii) reduction of employee other benefits paid or provided to the Executive, which will occur in reverse chronological order (i.e., such that the benefit owed on the latest date following the occurrence of the event triggering the such excise tax will be the first benefit to be reduced). If more than one equity award 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 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 and the Company for all purposes. For purposes of making the calculations required by this Section 17(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 will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 17(b).

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 payments and benefits provided for in this Agreement Executive would receive from the Employer or other payments and benefits payable or provided to the Executive otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Internal Revenue Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement Employer shall cause to be determined, before any amounts of the Transaction Payment are paid or other payments or benefits (the “Payment”) will be reduced provided to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion Executive, whichever of the Payment that following two alternative forms of payment would result in no portion of 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 Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment and provision in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid or provided to the Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)awards. In no event will the Executive have Employer or any discretion with respect stockholder be liable to the ordering Executive for any amounts not paid as a result of payment reductionsthe operation of this Section 15.

Limitation on Payments. In (a) If Executive receives, is provided or may receive or be provided any payment or benefit that constitutes a “parachute payment” (as defined in Section 280G(b)(2) of the event that 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 provided for to be made to Executive were three times Executive's “base amount” (as defined in this Agreement or other payments and benefits payable or provided to the Executive (iSection 280G(b)(3) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 3Code), would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)less $1.00, then the Executive’s aggregate of the amounts constituting the parachute payments and benefits under this Agreement or other payments or benefits (the “Payment”) will shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject an amount equal to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever three times Executive's base amount, after taking less $1.00. For purposes of determining the “net after-tax amount,” the Company will cause to be taken into account all applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax excise taxes (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from a deduction of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Taxsuch state 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 or and/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, the reduction will occur in the following order: (ai) reduction of cash payments payments, if any, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order other than stock options, if any; (iii) cancellation of date of grant of the awards (i.e., the accelerated vesting of the most recently granted equity awards will be cancelled first and stock options, 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)any; and (div) reduction of employee benefits other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order (i.e., such that the payment or benefit owed on the latest date following the occurrence of the event triggering the such excise tax will be the first benefit to be reduced). In the event that acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of 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. In no event will the 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 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company, the Company's legal counsel or such other person or entity to which the Parties mutually agree (the “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 10, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 2800 and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 10. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 10.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code and (ii) but for this Section 39, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and 's severance benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced either:  (a) delivered in full, or  (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode,  whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or the severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (al) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments in reverse chronological order payments, if any; (that is, the cash payment owed on the latest date following the occurrence 3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued employee benefits. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of equity award compensation is to be reduced); (b) cancellation , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive's equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 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 oi benefit payable to Executive under this Agreement or otherwise to the Company's stockholders for approval in accordance with Treasury Regulation Section 1.280G-l 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 9 will be made in writing by an independent firm immediately prior to a Change of Control (the “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 9, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 9. 

Limitation on Payments. In the event that the payments and benefits provided for (a) Anything in this Agreement or other payments and benefits payable or provided to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (“Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code; and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” such Payment shall be equal to either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account ac- count 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-after- tax basis, of the greater amount of the Payment notwithstanding that all or some portion Payment. Any reduction made pursuant to this Section 5(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the Payment may optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable, (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall 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, the reduction will occur in the following order: (a) reduction of cash payments made in reverse chronological order (such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 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 payment or benefit to be reducedreduced (with reductions made pro-rata in the event payments or ben- efits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the para- chute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event will the shall Executive have any discretion with respect to the ordering or- ▇▇▇▇▇▇ of payment reductions.

Limitation on Payments. In the event that the payments and severance benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 34, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) Section 3 will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which shall occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards will be cancelled reduced first); and (iii) reduction of other benefits paid or provided to the Executive, 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 and if benefit to be reduced. If more than one equity award was made to the 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 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 4 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 4, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 34, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”Section 4(a)(i) will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur payments and benefits shall be reduced in the following order: (aA) a pro rata reduction of (i) cash payments in reverse chronological order that are subject to Section 409A as deferred compensation and (that is, the ii) cash payment owed on the latest date following the occurrence 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 (C) a pro rata reduction of (i) employee benefits that are subject to Section 409A as deferred compensation and (ii) employee benefits not subject to Section 409A of the Code. In the event triggering the excise tax will be the first cash payment that acceleration of vesting of equity award compensation is to be reduced); (b) cancellation , such acceleration of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will vesting shall be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards cancelled in the reverse order of the date of grant of Executive’s equity awards. Unless the awards Company and Executive otherwise agree in writing, any determination required under this Section 4 will be made in writing by an independent firm immediately prior to Change of Control (i.e.the “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 4, the vesting 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 most recently granted equity awards Code. The Company and Executive 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 furnish to the ordering of payment reductionsFirm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 38, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement or other payments or benefits (the “Payment”) Section 7 will be reduced either: (i) delivered in full, or (ii) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such severance and other benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the Code (a “Reduced Payment”), whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits 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 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 will in payments and/or benefits shall occur in the following order: (a1) 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 reducedif any); (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits (if any) paid to Executive. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of date of grant of the awards (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 Executive on the same date of grant, all such awards . Executive shall have their acceleration of vesting reduced pro rata); and (d) no right to modify or otherwise influence the reduction of employee benefits payments under the Reduced Payment alternative. Unless the Company and Executive otherwise agree in reverse chronological order writing, any determination required under this Section 8 will be made in writing by the Company’s independent public accountants immediately prior to Change of Control (i.e.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 benefit owed Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the latest date following the occurrence application of Sections 280G and 4999 of the event triggering the excise tax Code. The Company and Executive will be the first benefit to be reduced). In no event will the Executive have any discretion with respect furnish to the ordering of payment reductionsAccountants 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 payments and benefits provided for provisions in this Agreement or other payments and benefits payable or provided to otherwise (the Executive “Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) Payment will be reduced equal to the Reduced Best Results Amount. The “Reduced Best Results Amount” shall will be either (x) the largest portion full amount of the Payment or (y) a lesser amount that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the PaymentTax, whichever amountof those amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s your 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 Taxamount. If a reduction in payments or benefits constituting “parachute payments” 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 CodeBest Results Amount, the reduction will occur in the following order: (aA) 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); (bB) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G of the Code in the reverse order of date of grant of the awards (if two or more that is, the most recently granted equity awards are granted on the same date, each award will be reduced on a pro- rata basiscancelled first); (cC) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (i.e.that is, the vesting of the most recently granted equity awards 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 ratafirst); and (dD) reduction of employee benefits in reverse chronological order (i.e.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 the Executive you have any discretion with respect to the ordering of Payment reductions. You will be solely responsible for the payment reductionsof 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 Group for any of those payments of personal tax liability.

Limitation on Payments. In If Executive receives, is provided or may receive or be provided any payment or benefit that constitutes a "parachute payment" (as defined in Section 280G(b)(2) of the event that 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 provided for to be made to Executive were three times Executive's "base amount" (as defined in this Agreement or other payments and benefits payable or provided to the Executive (iSection 280G(b)(3) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 3Code), would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)less $1.00, then the Executive’s aggregate of the amounts constituting the parachute payments and benefits under this Agreement or other payments or benefits (the “Payment”) will shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject an amount equal to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever three times Executive's base amount, after taking less $1.00. For purposes of determining the "net after-tax amount," the Company will cause to be taken into account all applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax excise taxes (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from a deduction of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Taxsuch state 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 or and/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, the reduction will occur in the following order: (ai) reduction of cash payments payments, if any, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards in the reverse order other than stock options, if any; (iii) cancellation of date of grant of the awards (i.e., the accelerated vesting of the most recently granted equity awards will be cancelled first and stock options, 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)any; and (div) reduction of employee benefits other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order (i.e., such that the payment or benefit owed on the latest date following the occurrence of the event triggering the such excise tax will be the first benefit to be reduced). In the event that acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of 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. In no event will the 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 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company, the Company's legal counsel or such other person or entity to which the Parties mutually agree (the "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 10, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 2800 and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 10. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 10.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Amended and Restated Employment Agreement or other payments and benefits otherwise payable or provided to the Executive (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) but for this Section 36.2, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and severance benefits under this Agreement Section 3 or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” shall be either either: (xi) the largest portion of the Payment that delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of the Payment such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment severance benefits, notwithstanding that all or some portion of the Payment such severance benefits and other benefits 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 taxable under Section 4999 of the Code. In the event of a reduction in accordance with Section 6.2(ii), the reduction will occur occur, with respect to such severance and other benefits considered “parachute payments” within the meaning of Section 280G of the Code, in the following order: (ai) 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); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the Code), (iii) cancellation of accelerated vesting of equity equity-based compensation awards in the reverse order of date of grant of the awards (i.e.that is, the vesting of the most recently granted equity awards 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 ratafirst); and (div) reduction of employee benefits in reverse chronological order (i.e.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). If two or more equity-based compensation awards are granted on the same date, each award will be reduced on a prorated basis. In no event will the 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 6.2 shall be made in writing by a nationally recognized accounting or valuation firm selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6.2, 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 shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6.2. The Company shall bear all costs for payment of the Accountants’ services in connection with any calculations contemplated by this Section 6.2.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to Employee (collectively, the Executive “Payments”) (ix) constitute “parachute payments” within the meaning of Section 280G of the Code and (iiy) but for this Section 38, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) such Payments will be reduced either: a. delivered in full, or b. delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such Payments being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after taking into account all the applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receiptthe receipt by Employee, on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (ai) reduction of cash payments payments, which will occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such excise tax will be the first cash payment to be reduced); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will 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 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 ratafirst); and (div) reduction of employee other benefits paid or provided to Employee, which will occur in reverse chronological order (i.e., such that the benefit owed on the latest date following the occurrence of the event triggering the 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 the Executive Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 8 will be made in writing by the Company’s legal counsel, a nationally recognized firm of independent public accountants selected by the Company, or such other person or entity to which the parties mutually agree (the “Firm”). For purposes of making the calculations required by this Section 8, the 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 Employee will furnish to the Firm 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 Firm may reasonably incur in connection with any calculations contemplated by this Section 8.

Limitation on Payments. In the event that the (a) If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or other payments and benefits payable or provided to the Executive otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Transaction Payment that are paid to Executive, which of the following two alternative forms of payment would result in no portion of 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 Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)awards. In no event will the Company, Parent or any stockholder be liable to Executive have for any discretion with respect to amounts not paid as a result of the ordering operation of payment reductionsthis Section 4.

Limitation on Payments. In the event that the If any payment or benefit (including payments and benefits provided for pursuant to this Agreement) that Executive would receive in this Agreement connection with a Change in Control from the Company or other payments and benefits payable or provided to the Executive otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 3sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Transaction Payment that are paid to Executive, which of the following two alternative forms of payment would result in no portion of 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 Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire 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 or and/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, the reduction will occur in the following order: (a1) 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)payments; (b2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)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 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 within fifteen (15) calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of payment reductionsthe Reduced Amount, it shall furnish the Company and 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 professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 322, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion whichever of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portionforegoing amounts, up to and including the total, of the Payment, whichever amount, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject benefits are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (a1) reduction of cash payments in reverse chronological order (that isi.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); , (b2) cancellation of equity awards that were 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 (if two or more as determined under Code Section 280G), in the reverse order of date of grant of the awards (i.e., the most recently granted equity awards are granted on the same date, each award will be reduced on a pro- rata basiscancelled first); , (c3) reduction cancellation of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (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 Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata); first) and (d4) 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 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 shall be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs for fees related to the Accountants’ services in connection with any calculations contemplated by this Section.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 34, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the ExecutiveEmployee’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) Section 3 will be reduced either: a. delivered in full, or b. delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits 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, results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (a) 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)payments; (b) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G (if two or more equity awards are granted on the same dateG), each award will be reduced on a pro- rata basis); (c) reduction cancellation of the accelerated vesting of equity awards awards; and reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the awards (i.e., the vesting of the most recently granted Employee’s equity awards 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)awards. In no event will the Executive shall Employee have any discretion with respect to the ordering of payment reductions. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 4 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, 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 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

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 payments and benefits provided for in this Agreement Company, by any of its affiliates, by any person who acquires ownership or other payments and benefits payable effective control or provided to ownership of a substantial portion of the Executive Company’s assets (i) constitute “parachute payments” within the meaning of Section 280G of the Code and or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (ii) but for this Section 3the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code 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 the Executive’s payments and benefits under this Agreement or other such payments or distributions or benefits (the “Payment”) will be reduced payable either: (i) in full; or (ii) as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser amount which would result in no portion of the Payment such payments or distributions or benefits being subject to the Excise Tax or (y) Tax. You will receive 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 receiptgreater, on an after-tax basis, of (i) or (ii) above. In the greater amount of the Payment notwithstanding event that all or some portion of the Payment may clause (ii) above applies, and a reduction is required to be subject applied to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that Total Payments, the Payment equals the Reduced Amount and no portion of such Payment Total Payments will be subject to reduced by the excise tax under Section 4999 of the Code, the reduction will occur Company in the following order: (a1) reduction of cash payments in reverse chronological order and benefits due under Sections 8(b)(i) and (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); (bii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis)(if necessary, to zero) 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 amended (the “Code”) will be reduced first; (c2) reduction payments and benefits due in respect of any options to purchase shares of common stock of the accelerated vesting Company will be reduced second; (3) payments and benefits due in respect of equity awards in the reverse order of date of grant of the awards any fully valued Equity Awards (i.e., the vesting restricted stock or restricted stock units) for which an election under Section 83(b) of the most recently granted equity awards Code has not been made 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); third and (d4) reduction payments and benefits due in respect of employee benefits in reverse chronological order any fully valued Equity Awards (i.e., the benefit owed on the latest date following the occurrence restricted stock or restricted stock units) for which an election under Section 83(b) of the event triggering the excise tax Code has been made will be the first benefit to be reduced)reduced fourth. In no event will the Executive have any discretion with respect Notwithstanding anything to the ordering contrary herein, in all events, you will have no right, power or discretion to determine the reduction of payment reductionspayments and/or benefits hereunder and any such reduction will be structured in a manner intended to comply with Section 409A of the Code. Unless you and the Company agree otherwise in writing, any determination required under this Section 6(b) will be made in writing by a qualified independent accountant selected by the Company (the “Accountant”) whose determination will be conclusive and binding. You and the Company will furnish the Accountant such documentation and documents as the Accountant may reasonably request in order to make a determination. The Company will bear all costs that the Accountant may reasonably incur in connection with performing any calculations contemplated by this Section 6(b).

Limitation on Payments. In the event that the severance or change in control-related or other payments and or benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to Executive (collectively, the Executive “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 38, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and benefits under this Agreement or other such payments or benefits (the “Payment”) will be reduced either: (a) delivered in full, or ▇▇▇▇▇ - ▇▇▇▇▇▇ - Executive Employment Agreement (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment Payments, notwithstanding that all or some portion of the Payment such Payments may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or benefits Payments constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject Payments are delivered to the excise tax under Section 4999 of the Codea lesser extent, the reduction will occur in the following order: (a) 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); (bi) cancellation of equity awards that were granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G (if two or more equity awards are granted on of the same date, each award will be reduced on a pro- rata basisCode); (cii) a pro rata reduction of the (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 the awards (i.e., the vesting of the most recently granted Executive’s equity awards 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)awards. 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 payments and or benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to Executive (collectively, the Executive "Payments") (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code and (ii) but for this Section 311, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then Executive's the Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) Payments will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such Payments being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment Payments, notwithstanding that all or some portion of the Payment such Payments 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 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, the reduction will occur in the following order: (ai) reduction of cash payments payments, which shall occur in reverse chronological order (such that is, the cash payment owed on the latest date following the occurrence of the event triggering the such 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 (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (cii) reduction of the accelerated acceleration of vesting of equity awards awards, which shall occur in the reverse order of the date of grant of the for such stock awards (i.e., the vesting of the most recently granted equity stock awards will be cancelled reduced first); and (iii) reduction of other benefits paid or provided to the Executive, 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 and if benefit to be reduced. If more than one equity award was made to the 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 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 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 11, 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. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11.

Limitation on Payments. In the event that the payments severance and other benefits provided for in this Agreement or other payments and benefits otherwise payable or provided to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code Code, and (ii) but for this Section 35, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”)Code, then the Executive’s payments and 's benefits under this Agreement or other payments or benefits (the “Payment”) Section 3 will be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater greatest amount of the Payment benefits, notwithstanding that all or some portion of the Payment such benefits 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 taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting "parachute payments" is necessary so that benefits are delivered to a lesser extent, the reduction will occur in the following order: (ai) 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); (bii) cancellation of equity awards Equity Awards that were granted “"contingent on a change in ownership or control” " within the meaning of Code Section 280G (if two or more equity awards Equity Awards are granted on the same date, each award will be reduced on a pro- pro-rata basis); (ciii) reduction of the accelerated vesting of equity awards Equity Awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards Equity Awards will be cancelled first and if more than one equity award Equity Award was made to Executive on the same date of grant, all such awards shall will have their acceleration of vesting reduced pro rata)) unless Executive elects in writing a different order for cancellation; and (div) 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 5 will be made in writing by the Company's independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 5, the 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5.