Common use of Limitation on Payments Clause in Contracts

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement to the Employee (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section 2 shall be payable either: (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the 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 Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's Executive’s benefits under Section 2 this Agreement shall be payable either: : (ia) delivered in full, or full or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. Any reduction in benefits required pursuant to this Section 5 shall occur in the order that provides the maximum economic benefit to the Executive. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 2 3(a)(i) shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, 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 the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants (the "Accountants")Accountants immediately prior to Change of Control, whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 4(a) shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants accounts immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. Notwithstanding anything herein to the contrary, Employee may agree to reduce the amount of payments and/or benefits otherwise owed to him or her if such reduction would increase the after tax benefits to him or her. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 2 3(a)(i) shall be payable either: (i) in full, or (ii) reduced as to such lesser amount which extent as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3(a) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 10, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 10 shall be made in writing by the Company's independent public accountants immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 410, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment 10. If there is a reduction pursuant to this Section 10 of the severance benefits provided for in to be delivered to Executive, such reduction shall first be applied to any cash amounts to be delivered to the Executive under this Agreement shall be subject and thereafter to all applicable income, employment and social tax rules and regulationsany other severance benefits of Executive hereunder.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants ▇▇▇▇▇▇▇▇ LLP or by a national “Big Four” accounting firm (the "“Accountants"”), whose determination shall will be conclusive and binding upon the 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits option acceleration provided for in this Agreement or benefits otherwise payable to the Employee Officer (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 SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeOfficer's benefits under Section 2 options shall either be payable either: accelerated (ia) in fullto the full extent provided herein, or or (iib) as to such lesser amount which extent as would result in no portion of such severance benefits benefit being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state state, and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Officer, on an after-tax basis, of the greatest amount benefit from the acceleration of benefits under his option(s) pursuant to Section 24(a)(i), notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Officer otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Officer and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Officer shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement to the Employee (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s benefits under Section 2 shall be payable either: (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the 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 Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event it shall be determined that any compensation by or benefit from the severance benefits provided Company to Employee or for in Employee’s benefit, whether pursuant to the terms of this Agreement to or otherwise (collectively, the Employee “Payments”), (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's ’s benefits under Section 2 this Agreement shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, basis of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 6. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) Executive 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, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's Executive’s benefits under Section 2 this Agreement shall be payable either: : (i) delivered in full, or or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. . (b) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s registered independent public accountants accounting firm (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement 5. In the event that a reduction is required, the reduction shall be applied first to any benefits that are not subject to all applicable incomeSection 409A of the Code, employment and social tax rules and regulationsthen shall be applied to benefits (if any) that are subject to Section 409A of the Code, with the benefits payable latest in time subject to reduction first.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance and benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee 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 Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants BDO ▇▇▇▇▇▇▇ or by a national "Big Four" accounting firm (the "“Accountants"”), whose determination shall will be conclusive and binding upon the 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that any of the severance benefits provided for in Section 4.1 of this Agreement to the Employee (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 SectionSection 4.3, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4.1 will be payable either: : (iA) delivered in full, or or (iiB) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee on an after-tax basis, basis of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall 4.3 will be made in writing by the Company's ’s independent public accountants immediately prior to the Change in Control Date (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 44.3, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4.3. The Company shall will bear all fees and costs payable to the Accountants may reasonably incur in connection with any calculations contemplated by this Section 44.3. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's ’s benefits under Section 2 this Agreement shall be payable either: either (iA) delivered, subject to any applicable tax or other withholdings, in full, or (iiB) as delivered, subject to any applicable tax or other withholdings, to such lesser amount which extent as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Employee, on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's an independent public accountants accountant chosen by the Company (the "Accountants"“Accountant”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants Accountant 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 the Employee shall furnish to the Accountants Accountant such information and documents as the Accountants Accountant may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants Accountant may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants BDO S▇▇▇▇▇▇ or by a national “Big Four” accounting firm (the "“Accountants"”), whose determination shall will be conclusive and binding upon the 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.and

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's Executive’s benefits under Section 2 this Agreement shall be payable either: : (ia) delivered in full, or full or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 14, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 2 4(a)(i) shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 14 shall be made in writing by the Company's independent public accountants immediately prior to a Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 414, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 414. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 this Agreement shall be payable either: (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under Section 2this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the "“Code"”) and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 3(a)(i) shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, 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 the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants (the "Accountants")’s Accountants immediately prior to Change of Control, whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3(a) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’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 shall will be conclusive and binding upon the Employee 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 this Agreement shall be payable either: (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under Section 2this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. The specific benefits that shall be reduced, if any, and the order of such reduction shall be determined by the Executive in his or her sole discretion. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company's independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance 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 shall occur in the following order: reduction of cash payments; cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); cancellation of accelerated vesting of equity awards; reduction of employee benefits. Within any such category of “parachute payment”, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are, and to the extent any such payment is to be made over time (e.g., in installments, etc.), then the payments shall be waived in reverse chronological order. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's an independent public accountants firm immediately prior to Change of Control (the "Accountants"“Firm”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then then, Executive shall have the Employee's sole authority to elect (by delivering of printed notice to the Company within twenty (20) days of any termination) whether Executive’s benefits under Section 2 this Agreement shall be payable either: : (i) delivered in full, or or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Excise Tax. (b) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's a mutually agreed independent public accountants accounting firm or other independent third party (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (bc) The payment Non-Duplication of severance Benefits. Executive is not eligible to receive benefits provided for in under this Agreement shall be subject to all applicable income, employment and social tax rules and regulationsmore than one time.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 4(a)(i) shall be payable either: (iA) delivered in full, or (iiB) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Service Code of 1986, as amended (the "“Code") ”), and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the EmployeeExecutive's benefits under Section 2 this Agreement shall be payable either: either (iA) delivered, subject to any applicable tax or other withholdings, in full, or (iiB) as delivered, subject to any applicable tax or other withholdings, to such lesser amount which extent as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive, on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, 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 the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 6 will be payable either: : (ia) delivered in full, or ; or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, ; whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants who are primarily used by the Company immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Any reduction in payments and/or benefits required by this Section 8 shall occur in the following order unless Executive elects in writing a different order prior to the date on which the event that triggers the severance payments and benefits due hereunder occurs: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4. (b) The payment reduction of severance other benefits provided for in this Agreement paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be subject cancelled in the reverse order of the date of grant for Executive’s equity awards unless Executive elects in writing a different order prior to all applicable income, employment and social tax rules and regulationsthe triggering event.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986and, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall (the “280G Amounts”) will be payable either: : (ia) delivered in full, or ; or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's a nationally recognized firm of independent public accountants selected by the Company (the "“Accountants"”), whose determination shall will be conclusive and binding upon the 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. In the event that a reduction of 280G Amounts is made in accordance with this Section 4, the reduction will occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order: (1) 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); (2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G; (3) 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 (4) 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 Employee have any discretion with respect to the ordering of payment reductions. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 this Agreement shall be payable either: (ia) in full, or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under Section 2this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants (the "“Accountants")”) selected by the Company, whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits pay provided for in this Agreement or otherwise payable to the Employee Officer (i) constitute "constitutes “parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and (ii) but for this SectionSection 13, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's than Officer’s severance benefits under Section 2 shall be payable either: (i) in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the CodeCode (the “Reduced Amount”). When determining the Reduced Amount, whichever of the foregoing amountspayments and benefits to be provided under this Agreement shall be reduced, taking into account but not below zero, by reducing or eliminating the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Codecash payment. Unless the Company CNB and the Employee Officer otherwise agree in writing, any determination required under this Section 4 13 shall be made in writing by the Company's CNB’s independent public accountants (the "Accountants")accountants, whose determination shall be conclusive and binding upon the Employee CNB and the Company Officer for all purposes. For purposes of making the calculations required by this Section 413, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company CNB and the Employee Officer shall furnish to the Accountants such information and documents as the Accountants accountants may reasonably request in order to make a determination under this Section. The Company CNB shall bear all costs the Accountants accountants may reasonably incur in connection with any calculations contemplated by this Section 413. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 7, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 4(b) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 7 will be made in writing by the Company's ’s independent public accountants immediately prior to the Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 47, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's Executive’s benefits under Section 2 this Agreement shall be payable either: : (ia) Delivered in full, or ; or (iib) Delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement 5. In the event that a reduction is required, the reduction shall be applied first to any benefits that are not subject to all applicable incomeSection 409A of the Code, employment and social tax rules and regulationsthen shall be applied to benefits (if any) that are subject to Section 409A of the Code, with the benefits payable latest in time subject to reduction first.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 shall be payable either: : (ia) delivered in full, or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company Bank and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the CompanyBank's independent public accountants immediately prior to Change in Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company Bank for all purposes. For purposes of making the calculations required by this Section 41, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company Bank and the Employee 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 Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to a Change in Control or such other person or entity to which the parties mutually agree (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's ’s benefits under Section 2 this Agreement or otherwise payable to Employee shall be payable either: either delivered in full (i) in fullwithout Employer paying any portion of the Excise Tax due upon such payment), or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company Employer and the Employee otherwise agree in writing, any determination required under this Section 4 9.6 shall be made in writing by the Company's Employer’s or an Affiliate’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company Employer for all purposes. For purposes of making the calculations required by this Section 49.6, 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 Employer and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9.6. The Company Employer shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49.6. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 2 subsection 3(b) shall be payable either: (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2subsection 3(b), notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants BDO ▇▇▇▇▇▇▇ or by a national “Big Four” accounting firm (the "“Accountants"”), whose determination shall will be conclusive and binding upon the 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 Sections 7 or 8 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by an independent public accountant selected by the Company's independent public accountants , immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "parachute payments" within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended or replaced (the "Code") and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the CodeCode (the "Excise Tax"), then the Employee's severance benefits under hereunder Section 2 3 shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the CodeExcise Tax. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing in good faith by the accounting firm serving as the Company's independent public accountants immediately prior to the Change of Control (the "Accountants"). In the event of a reduction in benefits hereunder, whose determination the Employee shall be conclusive and binding upon given the Employee and the Company for all purposeschoice of which benefits to reduce. For purposes of making the calculations required by this Section 45, 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 the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 10, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 10 shall be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 410, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment 10. If there is a reduction pursuant to this Section 10 of the severance benefits provided for in to be delivered to Executive, such reduction shall first be applied to any cash amounts to be delivered to the Executive under this Agreement shall be subject and thereafter to all applicable income, employment and social tax rules and regulationsany other severance benefits of Executive hereunder.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 3, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 2(a) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 3 will be made in writing by the Company's ’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 shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 43, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 43. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee Affiliate (i) constitute "parachute 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, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeAffiliate's severance benefits under Section 2 subsection 3(b) shall be payable either: (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results result in the receipt by the Employee Affiliate on an after-tax basis, of the greatest amount of benefits under Section 2subsection 3(b), notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Affiliate otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Affiliate and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Affiliate 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided ---------------------- for in this Agreement to the Employee (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section 2 shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, 2 notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the 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 Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 7, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance and benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 7 shall be made in writing by the Company's independent public accountants immediately prior to a Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 47, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then then, Executive shall have the Employee's sole authority to elect (by delivering of written notice to the Company within ten (10) days of any termination) whether Executive’s benefits under Section 2 this Agreement shall be payable either: : (i) delivered in full, or or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Excise Tax. (b) Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's a mutually agreed independent public accountants accountanting firm or other independent third party (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants BDO S▇▇▇▇▇▇ or by a national “Big Four” accounting firm (the "“Accountants"”), whose determination shall will be conclusive and binding upon the 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 4(a)(i) shall be payable either: (i) • delivered in full, or (ii) • delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. 8. If payment is to be in a lesser amount then reduction shall occur in the following order: (bi) The payment reduction of severance benefits provided for payments of cash; and (ii) reduction in this Agreement equity awards; and in each category reduction shall be pro rata between those payments subject to all applicable income, employment Section 409A and social tax rules and regulations.payments not subject to Section 409A.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s payments and benefits under Section 2 shall this Agreement or any other plan or agreement to which Employee is a party (“Payments”) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2Payments, notwithstanding that all or some portion of such benefits the Payments may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants ▇▇▇▇▇▇▇▇ LLP or by a nationally recognized accounting firm (the "“Accountants"”), whose determination shall will be conclusive and binding upon the 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986and, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 shall will be payable either: : (ia) delivered in full, or ; or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to a Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement Section 6 to the Employee (i) constitute "“parachute payments" ” within the meaning of Section section 280G of the Internal Revenue Code of 1986, (as amended (from time to time, the "“Code"”) and (ii) would, but for this Sectionsection, would be subject to the excise tax imposed by Section section 4999 of the Code, then the Employee's ’s benefits under Section 2 section 6.3 shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which as would result in no portion of such severance benefits being subject to excise tax under Section section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state state, and local income taxes and the excise tax imposed by Section section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2, 6.3 notwithstanding that all or some portion of such severance benefits may be taxable under Section section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 6.6 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46.6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46.6. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 4(a)(i) shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee 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, Section 5 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s benefits under Section 2 shall will be payable either: either (i) delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, any non-cash amounts will be reduced prior to the reduction of any cash amounts. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by the Company's a well-recognized independent public accountants accounting firm chosen by the Company (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) but for this SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 shall 3(a) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 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 shall will be conclusive and binding upon the Employee 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the ---------------------- severance and other benefits provided for in this Agreement to the Employee (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section Sections 2 and 3 shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2Sections 2 and 3, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 7(l) shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 47(l), 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 the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47(l). (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s benefits under Section 2 shall will be payable either: either (i) delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, any non-cash amounts will be reduced prior to the reduction of any cash amounts. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by the Company's a well-recognized independent public accountants accounting firm chosen by the Company (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 6. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In If the event that the severance benefits provided for in this Agreement to the Employee (i) constitute a "parachute paymentspayment(s)" within the meaning of Section SECTION 280G of the Internal Revenue Code of 1986, as amended (the "CodeCODE") and (ii) but for this Section, would be subject to the excise tax imposed by Section SECTION 4999 of the Code, then the Employee's severance benefits under Section SECTION 2 shall be payable either: : (ia) in full, or ; or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 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 SECTION 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under Section 2SECTION 2 hereof, notwithstanding that all or some portion of such severance benefits may be taxable under Section SECTION 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 SECTION 5 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4SECTION 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section SECTIONS 280G and AND 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4SECTION 5. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In If the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s benefits under Section 2 hereunder shall be payable either: either (i) delivered in full, or (ii) delivered as to such lesser amount which extent which, or at such later time as, would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such benefits may (or might otherwise) be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes; provided that if benefits are reduced or deferred, the Executive shall choose the order in which such benefits are reduced or deferred. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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. In the event a determination is made under this Section 9, the Company shall also require the Accountants to furnish Executive with a tax opinion regarding the calculations performed under this Section 9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement to the Employee (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section Sections 2 and 3 shall be payable either: (ia) in full, or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2Sections 2 and 3, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 7(l) shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 47(l), 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 the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47(l). (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In To the event extent that any of the severance payments and benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code") and (ii) and, but for this SectionSection 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s benefits under Section 2 5(a) and (b) above, as applicable, shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, basis of the greatest amount of severance benefits under Section 2Sections 5(a) or (b) above, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 4(a)(i) will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee 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 Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided ---------------------- for in this Agreement to the Employee Director (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeDirector's benefits under Section 2 1 shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Director on an after-tax basis, of the greatest amount of benefits under Section 2, 1 notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Director otherwise agree in writing, any determination required under this Section 4 3 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Director and the Company for all purposes. For purposes of making the calculations required by this Section 43, 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 the Employee Director 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 43. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company Bank and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Company's Bank’s independent public accountants immediately prior to Change in Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company Bank for all purposes. For purposes of making the calculations required by this Section 41, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company Bank and the Employee 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 Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 this Agreement shall be payable either: (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under Section 2this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. The specific benefits that shall be reduced, if any, and the order of such reduction shall be determined by the Executive in his or her sole discretion. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the "Code") ), and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the Employee's benefits under Section 2 this Agreement shall be payable either: either (ia) delivered in full, or (iib) delivered as to such lesser amount which extent as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 Paragraph shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Paragraph 13, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionParagraph 13. The Company shall bear all costs that the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Paragraph 13. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement otherwise payable to the Employee Executive (i) constitute "“parachute payments" ” within the meaning of Section 280G of the United States Internal Revenue Code of 1986, as amended (the "“Code") ”), and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee's such benefits under Section 2 shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any Any determination required under this Section 4 section shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in section. All payments made under this Agreement shall be subject to reduction for all applicable incomefederal, employment state, and social local tax rules withholdings and regulationsany other required withholdings. Any reduction payments and/or benefits required by this Agreement shall occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant for Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.

Limitation on Payments. (a) In the event that the vesting acceleration severance benefits benefit provided for in this Agreement or benefits otherwise payable to the Employee (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 SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the Employee's benefits vesting acceleration severance benefit under Section 2 3 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing in good faith by the accounting firm serving as the Company's independent public accountants immediately prior to the Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 7, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall this Agreement and benefits payable outside of this Agreement will be payable either: (i) : a. delivered in full, or (ii) b. delivered as to such lesser amount extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants who are primarily used by the Company immediately prior to Change in Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 11, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 9 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants who are primarily used by the Company immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 9, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 4(a)(i) shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Company's independent public accountants immediately prior to a Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in to Executive under this Agreement to the Employee Section 7 ("Severance Payments") would (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 SectionSection 7, such Severance Payments (together with any other "parachute payments" made to the Executive hereunder or under any other agreement with the Executive) would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits such Severance Payments under this Section 2 7 shall be either: (a) payable either: (i) in full, or reduced only by the tax cost, if any, to the Company as a result of any loss of any deduction under Section 280G of the Code with respect to the Severance Payment; or (iib) as to payable in such lesser amount which would result in no portion of such severance benefits Severance Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits payments under this Section 2, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code7. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 7.5 shall be made in writing by the Company's independent public accountants agreed to by the Company and Executive (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 47.5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes (of both the Executive and the Company) and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 7.5. The Company shall bear and the Executive will equally share all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47.5. As long as the Company has not registered any of its securities under the Securities Act of 1933, as amended, and is not required to file any reports under the Securities Exchange Act of 1934, as amended, it will use its best efforts to seek shareholder approval of the Severance Payments to be made to Executive hereunder. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement and/or other payments and benefits otherwise provided to the Employee 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 SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 3, and/or the other payments and benefits otherwise provided to Executive, will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under Section 2and other payments and benefits, notwithstanding that all or some portion of such severance benefits and other payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by the Company's independent public accountants (the "Accountants")Firm, whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in 5. Any reduction made pursuant to this Agreement Section 5 shall be subject made in accordance with the following order of priority: (i) 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 made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to all applicable income, employment and social tax rules and regulationsbe reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time).

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 7, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 this Agreement shall be payable either: (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under Section 2this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. The specific benefits that shall be reduced, if any, and the order of such reduction shall be determined by the Executive in his or her sole discretion. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 7 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 47, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 7, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance and benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 7 shall be made in writing by the Company's ’s independent public accountants immediately prior to a Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 47, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 10, would be subject to the excise tax imposed by Section 4999 of the CodeCode or any similar or successor provision, then the EmployeeExecutive's severance benefits under Section 2 hereunder shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local local, income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Company's independent public accountants (the "Accountants")) prior to a Change in Control, whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, 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 the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 2 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, . state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company Bank and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the CompanyBank's independent public accountants immediately prior to Change in Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company Bank for all purposes. For purposes of making the calculations required by this Section 41, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company Bank and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the "“Code"”) and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s severance benefits under Section 2 3(a)(i) shall be payable either: (i) either delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, 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 the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants (the "Accountants")’s Accountants immediately prior to Change of Control, whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement to the Employee (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ’s benefits under Section Sections 2 and 3 shall be payable either: (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2Sections 2 and 3, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, 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 the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social security tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee ▇▇▇▇▇▇▇ (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeGerhard's severance benefits under Section 2 4 shall be payable either: (i) in full, or or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee ▇▇▇▇▇▇▇ on an after-tax basis, of the greatest amount of severance benefits under Section 2, 4 notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee ▇▇▇▇▇▇▇ otherwise agree in writing, any determination required under this Section 4 13 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee ▇▇▇▇▇▇▇ and the Company for all purposes. For purposes of making the calculations required by this Section 413, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee ▇▇▇▇▇▇▇ shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 413. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance payments and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (or any corresponding provisions of state income tax law), then the Employee's Executive’s benefits under Section 2 hereunder shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest greater amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's ’s independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee 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 Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. . In the event that subsection (a) above applies, then Executive shall be responsible for any excise taxes imposed with respect to such benefits. In the event that subsection (b) The payment of severance benefits above applies, then each benefit provided for in this Agreement hereunder shall be subject proportionately reduced to all applicable income, employment and social tax rules and regulationsthe extent necessary to avoid imposition of such excise taxes.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section 2 shall be payable either: the (i) will be either: (a) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance 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 shall occur in the following order: reduction of cash payments; cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); cancellation of accelerated vesting of equity awards; reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's an independent public accountants firm immediately prior to Change of Control (the "Accountants"“Firm”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 shall 6 will be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Company's independent public accountants who are primarily used by the Company immediately prior to Change of Control (the "“Accountants"”), whose determination shall will be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall 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 shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Any reduction in payments and/or benefits required by this Section 8 shall occur in the following order unless Executive elects in writing a different order prior to the date on which the event that triggers the severance payments and benefits due hereunder occurs: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4. (b) The payment reduction of severance other benefits provided for in this Agreement paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be subject cancelled in the reverse order of the date of grant for Executive’s equity awards unless Executive elects in writing a different order prior to all applicable income, employment and social tax rules and regulationsthe triggering event.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (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 SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 2 3(a)(i) shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants (the "Accountants")Accountants immediately prior to Change of Control, whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive's severance benefits under Section 2 7 shall be payable either: : (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company's independent public accountants immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in If any payments pursuant to this Agreement would be subject to the Employee (i) constitute "parachute payments" within the meaning of tax under Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code“Payments”), then the Employee's benefits under Section 2 Executive shall be payable either: receive either (i) in fullthe Payments, or (ii) as to such lesser amount of the Payment which would result in no portion of such severance benefits Payments being subject to excise tax under the Section 4999 of the Codetax, whichever of yields the foregoing amounts, taking into account greatest net amount to the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, basis (applying the then-highest aggregate marginal tax rates). If a reduction of the greatest Payments is required pursuant to subpart (ii), then Executive will be permitted to request which component items of the Payment will be reduced, provided, however, that the Executive must provide to the Company in writing his/her request (or else the Company shall make its own determinations with respect to which Payment items are to be reduced). The Company may elect to contest at its expense any initial IRS determination with respect to the Executive. The Executive shall cooperate reasonably with the Company in any effort by the Company to contest an IRS determination under this paragraph, including by the making of such filings and appeals as the Company may reasonably require, but nothing herein shall be construed as requiring the Executive to bear any cost or expense of such a contest or in connection therewith to compromise any tax item (including without limitation any deduction or credit) other than the Section 4999 tax and related interest and penalties, if any, that are the subject of the contested IRS determination. In the event of any underpayment or overpayment under this Agreement, as determined by the nationally recognized accounting firm, the amount of benefits under Section 2such underpayment or overpayment shall be promptly paid to the Executive or refunded to the Company, notwithstanding that all or some portion of such benefits as the case may be taxable under Section 4999 be, with interest at 120% of the applicable Federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code. Unless All tax determinations under this Section 5(h) shall be made at the Company’s expense by a nationally recognized accounting firm selected by the Company in its reasonable discretion. Any good faith determination of this accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the 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 Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Executive. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 4(a)(i) shall be payable either: (i) delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company's ’s independent public accountants immediately prior to Change of Control (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. 8. If payment is to be in a lesser amount then reduction shall occur in the following order: (bi) The payment reduction of severance benefits provided for payments of cash; and (ii) reduction in this Agreement equity awards; and in each category reduction shall be pro rata between those payments subject to all applicable income, employment Section 409A and social tax rules and regulations.payments not subject to Section 409A.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee you (i) would 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 Sectionsection (c), would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's such severance benefits under Section 2 shall be payable either: either (i) delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee you on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless you and the Company and the Employee agree otherwise agree in writing, any determination required under this Section 4 section 6(c) shall be made in writing by the Company's independent public accountants immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee you and the Company for all purposes. For purposes of making the calculations required by this Section 4section 6(c), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company You and the Employee Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4section 6(c). (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee you (i) would 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 Sectionparagraph, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's such severance benefits under Section 2 shall be payable either: either (i) delivered in full, or (ii) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee you on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless you and the Company and the Employee agree otherwise agree in writing, any determination required under this Section 4 paragraph shall be made in writing by the Company's independent public accountants immediately prior to Change of Control (the "Accountants"), whose determination shall be conclusive and binding upon the Employee you and the Company for all purposes. For purposes of making the calculations required by this Section 4paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company You and the Employee Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4paragraph. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Executive’s severance benefits under Section 2 this Agreement shall be payable either: (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits under Section 2this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. The specific benefits that shall be reduced, if any, and the order of such reduction shall be determined by the Executive in his or her sole discretion. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company's independent public accountants (the "“Accountants"”), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by -4- |US-DOCS\127894197.1|| this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Benhayoun (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Benhayoun severance benefits under Section 2 subsection 3(f) shall be payable either: (i) in full, or or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Benhayoun on an after-tax basis, of the greatest amount of severance benefits under Section 2, subsection 3(f) notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Benhayoun otherwise agree in writing, any determination required under this Section 4 12 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Benhayoun and the Company for all purposes. For purposes of making the calculations required by this Section 412, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Benhayoun 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.Section

Limitation on Payments. (a) In If the event that the severance benefits provided for in this Agreement to the Employee (i) constitute a "parachute paymentspayment(s)" within the meaning of Section SECTION 280G of the Internal Revenue Code of 1986, as amended (the "CodeCODE") and (ii) but for this Section, would be subject to the excise tax imposed by Section SECTION 4999 of the Code, then the Employee's severance benefits under Section SECTION 2 shall be payable either: : (ia) in full, or ; or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 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 SECTION 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under Section 2SECTION 2 hereof, notwithstanding that all or some portion of such severance benefits may be taxable under Section SECTION 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 SECTION 3 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4SECTION 3, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section SECTIONS 280G and AND 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4SECTION 3. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee ▇▇▇▇▇▇▇▇▇ (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's ▇▇▇▇▇▇▇▇▇ severance benefits under Section 2 subsection 3(f) shall be payable either: (i) in full, or or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee ▇▇▇▇▇▇▇▇▇ on an after-tax basis, of the greatest amount of severance benefits under Section 2, subsection 3(f) notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee ▇▇▇▇▇▇▇▇▇ otherwise agree in writing, any determination required under this Section 4 12 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee ▇▇▇▇▇▇▇▇▇ and the Company for all purposes. For purposes of making the calculations required by this Section 412, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee ▇▇▇▇▇▇▇▇▇ shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.Section

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement or otherwise payable to the Employee Consultant (i) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the "“Code"”) and (ii) but for this SectionSection 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's Consultant’s benefits under Section 2 3(a)(i) shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, 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 the Employee Consultant on an after-tax basis, of the greatest amount of benefits under Section 2severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Consultant otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company's independent public accountants (the "Accountants")’s Accountants immediately prior to Change of Control, whose determination shall be conclusive and binding upon the Employee Consultant and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee Consultant 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance benefits provided for in this Agreement to the Employee (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, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's benefits under Section 2 2(a) shall be payable either: : (ia) in full, or or (iib) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits under Section 22(a), notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company's independent public accountants agreed to by the Company and the Employee (the "Accountants"), whose determination shall be conclusive and binding upon the 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 Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance payments and other benefits provided for in this Agreement or otherwise payable to the Employee 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 SectionSection 6, would be subject to the excise tax imposed by Section 4999 of the CodeCode (or any corresponding provisions of state income tax law), then the EmployeeExecutive's benefits under Section 2 hereunder shall be payable either: (ia) delivered in full, or or (iib) delivered as to such lesser amount extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest greater amount of benefits under Section 2benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Code. The Company and the Employee 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 the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. 6. In the event that subsection (a) above applies, then Executive shall be responsible for any excise taxes imposed with respect to such benefits. In the event that subsection (b) The payment of severance benefits above applies, then each benefit provided for in this Agreement hereunder shall be subject proportionately reduced to all applicable income, employment and social tax rules and regulationsthe extent necessary to avoid imposition of such excise taxes.