Common use of Limitation on Payments Clause in Contracts

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If Executive receives, is provided or may receive or be provided any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute that constitutes a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), and the net after-tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and benefits to be made to Executive were three times Executive’s “base amount” (iias defined in Section 280G(b)(3) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (Code), less $1.00, then the aggregate of the amounts constituting the parachute payments shall be reduced to an amount equal to three times Executive’s base amount, less $1.00. For purposes of determining the “Excise Tax”), then any such 280G Payment pursuant net after-tax amount,” the Company will cause to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking taken into account all applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax excise taxes (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, net of the greater economic benefit notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of the Payment may be subject to the Excise Taxsuch state and local taxes). If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount this Section 10 is determined pursuant to clause occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in payments and/or benefits will occur in the following order: (i) reduction of the preceding sentencecash payments, the reduction if any, which shall occur in reverse chronological order such that the manner cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards other than stock options, if any; (iii) cancellation of accelerated vesting of stock options, if any; and (iv) reduction of other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order such that the “Reduction Method”) payment or benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that results acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the greatest economic benefit for Executivereverse order of the date of grant. If two or more than one method of reduction will result in equity awards or stock options are granted on the same economic benefitdate, the items so reduced each award or stock option will be reduced pro on a pro-rata (basis. Notwithstanding, any excise tax imposed will be solely the “Pro Rata Reduction Method”)responsibility of Executive. In no event shall Executive have any discretion with respect to the ordering of his payment reductions. (b) Notwithstanding Unless the Company and Executive otherwise agree in writing, any provision determination required under this Section 10 will be made in writing by a nationally recognized firm of paragraph (a) to independent public accountants selected by the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priorityCompany, the modification shall preserve Company’s legal counsel or such other person or entity to which the greatest extent possible, Parties mutually agree (the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause“Firm”), shall whose determination will be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 10, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 10. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 10. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the benefits provided for in this Agreement or otherwise payable to Executive (a “280G Payment”) would (ix) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (iiy) but for this sentence, Section would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall Executive’s benefits will be either (xi) the largest portion of the Payment that delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment is required pursuant amounts to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencebe paid must be made, the reduction shall occur in the manner following order: first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; second, cancellation of accelerated vesting of equity awards, which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and third, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section will be made in writing by a well-recognized independent public accounting firm chosen by the Company (the “Reduction MethodAccountants”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.”

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, and (ii) but for this sentenceSection 8, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to Executive’s payments and benefits under this Agreement (a “Payment”) shall be equal either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner following order: (1) reduction of cash payments in reverse chronological order (i.e., the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced), (2) cancellation of equity awards granted within the twelve-month period prior to a “change of control” (as determined under Code Section 280G) that are deemed to have been granted contingent upon the change of control (as determined under Code Section 280G), in the reverse order of date of grant of the awards (i.e., the most recently granted equity awards will be cancelled first), (3) cancellation of 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 continued employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 shall be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction MethodAccountants”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, whose determination shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 8, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Section 280G and 4999 of the day prior Code. The Company and Executive shall furnish to the effective date of Accountants such information and documents as the Change Accountants may reasonably request in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm order to make the determinations required hereundera determination under this Section 8. The Company shall bear all expenses with respect costs for fees related to the determinations Accountants’ services in connection with any calculations contemplated by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companythis Section 8. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment the severance and other benefits constituting “parachute payments” is required pursuant necessary so that no portion of such severance benefits is subject to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) excise tax under Section 4999 of the preceding sentenceCode, the reduction shall occur in the manner following order: (1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments, if any; (3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued 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. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by an independent firm immediately prior to a Change of Control (the “Reduction MethodFirm”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 9, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 9. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 9. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment the severance and other benefits constituting “parachute payments” is required pursuant necessary so that no portion of such severance benefits is subject to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) excise tax under Section 4999 of the preceding sentenceCode, the reduction shall occur in the manner following order: (1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments, if any; (3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued 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. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall the Executive have any discretion with respect to the ordering of payment reductions. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 9. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by an independent firm immediately prior to Change of Control (the “Reduction MethodFirm”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 9, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 9. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 9. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to the Employee (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this sentenceSection 7, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then any the Employee’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by the Employee on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be taxable under Code Section 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner following order: (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 7 will be made in writing by an independent firm selected by the Company with the consent of Employee (the “Reduction MethodFirm”) that results in ), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the greatest economic benefit for Executive. If more than one method change of reduction will result in the same economic benefitcontrol, the items so reduced whose determination will be reduced pro rata (conclusive and binding upon the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive Employee and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 7, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode Sections 280G and 4999. The Company shall bear all expenses with respect and the Employee will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 7. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 7. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If In the event that any payment or benefit Executive will or may receive from the Company benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Employee (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 17.b, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant payments or benefits will be either: i. delivered in full, or ii. delivered as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Employee on an after-tax basis, of the greater economic benefit greatest amount of severance or change in control-related or other payments or benefits, notwithstanding that all or some portion of the Payment such payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the “Reduction Method”cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) that results reduction of acceleration of vesting of equity awards, which will occur in the greatest economic reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Employee, which will occur in reverse chronological order such that the benefit for Executiveowed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one method of reduction will result in equity award was made to the Employee on the same economic benefitdate of grant, the items so reduced all such awards will be have their acceleration of vesting reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding rata. In no event will Employee have any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses discretion with respect to the determinations by such accounting or law firm ordering of payment reductions. Unless the Company and Employee otherwise agree in writing, any determination required to under this Section 17.b will be made hereunderin writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 17.b, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company shall use commercially reasonable efforts and Employee will furnish to cause the accounting or law firm engaged Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company will bear all costs the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 17.b. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment upon or benefit Executive will or may receive from following a Change of Control the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code Code, or any similar or successor tax, (the “Excise Tax”) would apply absent this Section 5.01(e), because of the Change of Control, to any payments, benefits and/or amounts received by Executive as severance benefits or otherwise, including, without limitation, any amounts received or deemed received, within the meaning of any provision of the Code, by Executive as a result of (and not by way of limitation) any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to Executive under any of the Company’s equity incentive plans or agreements (collectively, the “Total Payments”), then any such 280G Payment pursuant to Executive’s benefits under this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (xa) the largest portion of the Payment that delivered in full, or (b) delivered as to such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) taxable under Section 4999 of the preceding sentenceCode. Unless the Executive elects otherwise, the reduction Company shall occur reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity-based awards, then by reducing or eliminating any other remaining Total Payments. Any determination required under this section shall be made in writing by the manner Company’s independent public accountants (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction MethodAccountants”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, whose determination shall be modified so as to avoid conclusive and binding upon the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this section, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior Code. The Company and the Executive shall furnish to the effective date of Accountants such information and documents as the Change Accountants may reasonably request in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm order to make the determinations required hereundera determination under this section. The Company shall bear all expenses costs the Accountants may reasonably incur in connection with respect to the determinations any calculations contemplated by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companythis section. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the benefits provided for in this Agreement or otherwise payable to Executive (a “280G Payment”) would (ix) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (iiy) but for this sentence, Section 5 would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall Executive’s benefits will be either (xi) the largest portion of the Payment that delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment is required pursuant amounts to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencebe paid must be made, the reduction shall occur in the manner following order: first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; second, cancellation of accelerated vesting of equity awards, which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and third, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section will be made in writing by a well-recognized independent public accounting firm chosen by the Company (the “Reduction MethodAccountants”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section 5. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 5. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If Notwithstanding anything in this Agreement to the contrary, if any payment or benefit distribution Executive will or may would receive from the Company pursuant to this Agreement or otherwise (a “280G Payment”) would (ia) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (iib) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant shall either be (i) delivered in full, or (ii) delivered as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the such Payment (after reduction) being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit largest payment, notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to taxable under Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A 4999 of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the . The accounting firm engaged by the Company Broadcom for general tax compliance audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations, and, in connection therewith, shall perform customary parachute mitigation analysis and calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company Broadcom shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company accounting firm shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, calculations to Broadcom and Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive Broadcom or the CompanyExecutive) or such other time as requested by Executive Broadcom or Executive. Any good faith determinations of the Company. (d) If Executive receives a Payment for which the Reduced Amount was determined accounting firm made hereunder shall be final, binding and conclusive upon Broadcom and Executive. Any reduction in payments and/or benefits pursuant to clause this Section 10 will occur in the following order: (x1) reduction of Section 3.6(acash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and the Internal Revenue Service determines thereafter that some portion (4) reduction of the Payment is subject other benefits payable to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentenceExecutive.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 22, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance and other benefits will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that letter extent which would result in no portion of the Payment (after reduction) such severance and other benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance and other benefits, notwithstanding that all or some portion of the Payment such severance and other benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment the severance and other benefits constituting “parachute payments” is required pursuant necessary so that no portion of such severance benefits is subject to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) excise tax under Section 4999 of the preceding sentenceCode, the reduction shall occur in the manner following order: (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of equity awards that vest, in whole or in part, based on the achievement of performance criteria, in the reverse order that such awards would have vested; (3) cancellation of accelerated vesting of equity awards that vest based solely on continued service, in the order of the percentage of the fair market value of such awards that constitutes a parachute payment (commencing with the largest percentage); and (4) reduction of continued 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. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 22. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 22 will be made in writing by an independent firm (the “Reduction MethodFirm”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 22, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 22. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 22. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may Employee would receive from the Company Employer or otherwise (a “280G "Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y))amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s Employee's receipt, on an after-tax basis, of the greater economic benefit amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a payments or benefits constituting "parachute payments" is necessary so that the Payment is required pursuant to the preceding sentence and equals the Reduced Amount is determined pursuant to clause (x) of the preceding sentenceAmount, the reduction shall occur in the manner following order unless Employee elects in writing a different order (the “Reduction Method”) PROVIDED, HOWEVER, that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise such election shall be subject to taxes pursuant Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to Section 409A be reduced, such acceleration of vesting shall be cancelled in the reverse order of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition date of taxes pursuant to Section 409A grant of the Code as follows: (A) as Employee's stock awards unless Employee elects in writing a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit different order for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the cancellation. The accounting firm engaged by the Company Employer for general tax compliance audit purposes as of the day prior to the effective date of the Change in Control event that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company Employer is serving as accountant or auditor for the individual, entity or group effecting the Change "change in Controlownership" as described in Section 280G(b)(2)(A)(i) of the Code, the Company Employer shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company Employer shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive Employer and the Company Employee within fifteen (15) calendar days after the date on which Executive’s Employee's right to a 280G Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive Employer or the CompanyEmployee) or such other time as requested by Executive Employer or Employee. If the Company. (d) If Executive receives accounting firm determines that no Excise Tax is payable with respect to a Payment for which Payment, either before or after the application of the Reduced Amount was determined pursuant Amount, it shall furnish Employer and Employee with an opinion reasonably acceptable to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter Employee that some portion no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Payment is subject to the Excise Taxaccounting firm made hereunder shall be final, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentencebinding and conclusive upon Employer and Employee.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable or provided to the Employee (a) If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (iib) but for this sentenceSection 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement (a “Payment”) the Employee’s severance benefits hereunder shall be equal either: (i) delivered in full, or (ii) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by the Employee on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If Unless the Corporation and the Employee otherwise agree in writing, any determination required under this Section 5 shall be made in writing in good faith by a nationally recognized accounting firm appointed by the Corporation (the “Accountants”). In the event that a reduction in a Payment benefits as described in clause (ii) above is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause under this Section 5 of this Agreement: (x) The phrase “stock options” as used in this Agreement will mean stock options, stock appreciation rights and similar awards for which the exercise price is at least equal to the fair market value of the preceding sentenceshares underlying the award on the date of grant (the “Options”); and (y) The phrase “restricted stock awards” as used in Section 5 of this Agreement will mean restricted stock, restricted stock units, performance shares, performance units, and other similar awards, excluding Options. In the event of a reduction in benefits hereunder, the reduction shall will occur in the manner (following order: the “Reduction Method”) vesting acceleration of stock options, then cash payments, then vesting acceleration of restricted stock awards, then Corporation-paid COBRA coverage, and then all other benefits. In the event that results acceleration of vesting of stock options or restricted stock awards is to be reduced, such acceleration of vesting shall be cancelled in the greatest economic benefit reverse order of the date of grant (that is, the latest first) for Executivethe Employee’s stock options or restricted stock awards, as applicable. If two or more than one method of reduction will result in stock options or restricted stock awards are granted on the same economic benefitday, the items so reduced stock options or restricted stock awards, as applicable, will be reduced pro on a pro-rata (basis. Further, within the “Pro Rata Reduction Method”). (b) Notwithstanding order of reduction set forth above, with regard to any provision reductions of paragraph (a) each of cash payments, Corporation‑paid COBRA coverage, or any other benefits, the payment or benefit to be provided on the latest date following the occurrence of the event otherwise triggering the Excise Tax will be the first payment or benefit to be reduced. In no event will the Employee have any discretion with respect to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion ordering of the Payment being subject to reductions described above in this paragraph. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes pursuant to Section 409A and may rely on reasonable, good faith interpretations concerning the application of the Code that would not otherwise be subject to taxes pursuant to Section 409A Sections 280G and 4999 of the Code, then . The Corporation and the Reduction Method and/or Employee shall furnish to the Pro Rata Reduction Method, Accountants such information and documents as the case Accountants may be, shall be modified so as reasonably request in order to avoid make a determination under this Section. In the imposition of taxes pursuant to Section 409A of event that the Code as follows: (A) as a first priority, the modification shall preserve Corporation’s independent public accountants immediately prior to the greatest extent possible, Change of Control (as defined in this Agreement) are unable to make the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” determinations regarding parachute payments within the meaning of Section 409A 280G of the Internal Revenue Code shall be reduced of 1986, as amended, and any final regulations and guidance thereunder (or eliminatedthe “Code”), as described in Section 5 of this Agreement, then the Accountants (as defined in this Agreement) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint will mean a nationally recognized accounting or law valuation firm to make selected by the determinations required hereunderCorporation. The Company Corporation shall bear all expenses with respect costs and be responsible for the payment of any reasonable fees to the determinations Accountants in connection with any calculations contemplated by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companythis Section 5. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If In the event that it is determined that any payment or distribution of any type to or for your benefit Executive will made by the Company, by any of its affiliates, by any person who acquires ownership or may receive from effective control or ownership of a substantial portion of the Company or otherwise Company’s assets (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the CodeCode or by any affiliate of such person, and whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (ii) but for this sentencethe “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then any such 280G Payment pursuant payments or distributions or benefits will be payable either: (i) in full; or (ii) as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser amount which would result in no portion of the Payment (after reduction) such payments or distributions or benefits being subject to the Excise Tax or (y) Tax. You will receive the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receiptgreater, on an after-tax basis, of (i) or (ii) above. In the greater economic benefit notwithstanding event that all or some portion of the Payment may clause (ii) above applies, and a reduction is required to be subject applied to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentenceTotal Payments, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced Total Payments will be reduced pro rata by the Company in the following order: (the “Pro Rata Reduction Method”). 1) payments and benefits due under Sections 7(b)(i) and (bii) Notwithstanding any provision of paragraph will be reduced (aif necessary, to zero) to the contraryin such order with amounts that are payable first reduced first; provided, if the Reduction Method or the Pro Rata Reduction Method would result however that in any portion of the Payment being all events such payments which are not subject to taxes pursuant to Section 409A of the Internal Revenue Code that would of 1986, as amended (the “Code”) will be reduced first; (2) payments and benefits due in respect of any options to purchase shares of common stock of the Company will be reduced second; (3) payments and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has not otherwise been made will be subject reduced third and (4) payments and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has been made will be reduced fourth. Notwithstanding anything to taxes pursuant the contrary herein, in all events, you will have no right, power or discretion to determine the reduction of payments and/or benefits hereunder and any such reduction will be structured in a manner intended to comply with Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) . Unless Executive you and the Company agree on an alternative accounting firm or law firmotherwise in writing, the accounting firm engaged any determination required under this Section 5(b) will be made in writing by a qualified independent accountant selected by the Company for general tax compliance purposes as of (the day prior to the effective date of the Change in Control shall perform the foregoing calculations“Accountant”) whose determination will be conclusive and binding. If the accounting firm so engaged by You and the Company is serving will furnish the Accountant such documentation and documents as accountant or auditor for the individual, entity or group effecting the Change Accountant may reasonably request in Control, the Company shall appoint a nationally recognized accounting or law firm order to make the determinations required hereundera determination. The Company shall will bear all expenses costs that the Accountant may reasonably incur in connection with respect to the determinations performing any calculations contemplated by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companythis Section 5(b). (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If the Change in Control Severance Benefits together with any other payment or benefit Executive will or may Employee would receive from the Company or otherwise pursuant to a Change in Control (a collectively, “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y))amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater economic benefit amount of the Payment notwithstanding that all or some portion of the Payment may be maybe subject to the Excise Tax. If a reduction in a payments or benefits constituting “parachute payments” is necessary so that the Payment is required pursuant to the preceding sentence and equals the Reduced Amount is determined pursuant to clause (x) of the preceding sentenceAmount, the reduction shall occur in the manner (following order unless Employee elects in writing a different order: reduction of cash payments; cancellation of acceleration of vesting; reduction of employee benefits. In the “Reduction Method”) event that results acceleration of vesting is to be reduced, it shall be cancelled in the greatest economic benefit reverse order of the date of grant of the Equity Awards unless Employee elects in writing a different order for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”)cancellation. (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case The Company may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, engage the accounting firm engaged by the Company for general tax compliance audit purposes as of the day prior to the effective date of the Change in Control shall or another firm to perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. . (c) The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive Employee and the Company within fifteen (15) calendar days after the date on which ExecutiveEmployee’s right to a 280G Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive Employee or the Company) or such other time as requested by Executive Employee or the Company. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive will or may would receive in connection with a Change in Control from the Company or otherwise (a “280G Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any such 280G amounts of the Transaction Payment pursuant are paid to this Agreement (a “Payment”) shall be equal to Executive, which of the Reduced Amount. The “Reduced Amount” shall be either (x) following two alternative forms of payment would result in Executive’ s receipt, on an after-tax basis, of the largest greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment (after reduction) being may be subject to the Excise Tax Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (y2) payment of only a part of the Transaction Payment so that Executive receives the largest portion, up to and including payment possible without the total, imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking Company shall cause to be taken into account all applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, net of the greater economic benefit notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of the Payment may be subject to the Excise Taxsuch state and local taxes). If a reduction in a Reduced Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause made, (x) of Executive shall have no rights to any additional payments and/or benefits constituting the preceding sentenceTransaction Payment, the and (y) reduction shall in payments and/or benefits will occur in the manner following order: (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) reduction of other benefits paid to Executive. In the “Reduction Method”) event that results acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the greatest economic benefit reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for Executive. If more than one method any amounts not paid as a result of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”)operation of this Section 4. (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting The professional firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculationsmake all determinations required to be made under this Section 4. If the accounting professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law professional firm required to be made hereunder. . (b) The Company shall use commercially reasonable efforts to cause the accounting or law professional firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within fifteen (15) 15 calendar days after the date on which Executive’s right to a 280G Transaction Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) is triggered or such other time as reasonably requested by Executive the Company or Executive. If the Company. (d) If Executive receives a Payment for which professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Reduced Amount was determined pursuant Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion such Transaction Payment. Any good faith determinations of the Payment is subject to the Excise Taxprofessional firm made hereunder shall be final, Executive shall promptly return to binding and conclusive upon the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentenceand Executive.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 14, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance and other benefits will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance and other benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance and other benefits, notwithstanding that all or some portion of the Payment such severance and other benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment the severance and other benefits constituting “parachute payments” is required pursuant necessary so that no portion of such severance benefits is subject to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) excise tax under Section 4999 of the preceding sentenceCode, the reduction shall occur in the manner following order: (1) reduction of the cash severance payments, in the order that such payments would otherwise have been paid; (2) cancellation of accelerated vesting of equity awards that vest, in whole or in part, based on the achievement of performance criteria, in the reverse order that such awards would have vested; (3) cancellation of accelerated vesting of equity awards that vest based solely on continued service, in the order of the percentage of the fair market value of such awards that constitutes a parachute payment (commencing with the largest percentage); and (4) reduction of continued employee benefits. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 14. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 14 will be made in writing by an independent firm (the “Reduction MethodFirm”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 14, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 14. The Company shall use commercially reasonable efforts to cause will bear the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion fees of the Payment is subject to Firm and all costs the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Firm may reasonably incur in connection with any calculations contemplated by this Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence14.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from Within fifteen (15) business days of the Termination Date, an independent national accounting firm designated by the Company or otherwise (a “the "Accounting Firm") shall compute whether there would be any "excess parachute payments" payable to the Executive, within the meaning of Section 280G Payment”) would of the Internal Revenue Code of 1986, as amended (i) constitute a “the "Code"), taking into account the total "parachute payment” payments," within the meaning of Section 280G of the Code, payable to the Executive by the Company or any successor thereto under this Agreement and (ii) but for this sentenceany other plan, agreement or otherwise. If there would be subject any excess parachute payments, the Accounting Firm will compute the net after-tax proceeds to the Executive, taking into account the excise tax imposed by Section 4999 of the Code Code, if (i) the “Excise Tax”)payments hereunder were reduced, then any but not below zero, such that the total parachute payments payable to the Executive would not exceed 299% of the "base amount" as defined in Section 280G Payment pursuant to this Agreement of the Code, or (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (xii) the largest portion of payments hereunder were not reduced. If reducing the Payment that payments hereunder would result in no portion of a greater after-tax amount to the Payment (after reduction) being Executive, such lesser amount shall be paid to the Executive. If not reducing the payments hereunder would result in a greater after-tax amount to the Executive, such payments shall not be reduced. The determination by the Accounting Firm shall be binding upon the Company and the Executive subject to the Excise Tax or (yapplication of Section 22(b) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”)hereof. (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would As a result in any portion of the Payment being subject to taxes pursuant to Section 409A uncertainty in the application of the Code that would not otherwise be subject to taxes pursuant to Section 409A Sections 280G of the Code, then it is possible that excess parachute payments will be paid when such payment would result in a lesser after-tax amount to the Reduction Method and/or Executive; this is not the Pro Rata Reduction Methodintent hereof. In such cases, the payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as a loan by the case may beCompany to the Executive. The Executive will return the excess to the Company, shall be modified within fifteen (15) business days of any determination by the Accounting Firm that excess parachute payments have been paid when not so as intended, with interest at an annual rate equal to avoid the imposition of taxes pursuant to rate provided in Section 409A 1274(b)(2)(B) of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments 120% of such rate if the Accounting Firm determines that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of such rate is necessary to avoid an excise tax under Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A 4999 of the Code) from the date the Executive received the excess until it is repaid to the Company. (c) Unless Executive All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by the Company and the Company agree on an alternative accounting firm or law firmshall pay such fees, costs and expenses as they become due. In performing the computations required hereunder, the accounting firm engaged by Accounting Firm shall assume that taxes will be paid for state and federal purposes at the Company for general highest possible marginal tax compliance purposes as rates which could be applicable to the Executive in the year of receipt of the day prior to payments, unless the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companyagrees otherwise. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If Notwithstanding anything contained herein to the contrary, prior to the payment of any payment or benefit amounts pursuant to Section 6(a) hereof, an independent national accounting firm designated by the Bank (the “Accounting Firm”) shall compute whether there would be payable to the Executive will or may receive from any “excess parachute payments,” within the Company or otherwise (a “meaning of Section 280G Paymentof the Internal Revenue Code of 1986, as amended (the “Code”) would (i) constitute a ), taking into account the total “parachute paymentpayments,” within the meaning of Section 280G of the Code, payable or to be provided to the Executive, whether by the Bank or any of its affiliates or by any successor to the Bank or any such affiliate, and (ii) but for whether under this sentenceAgreement or outside of this Agreement. If there would be any excess parachute payments, be subject the Accounting Firm will compute the net after-tax proceeds to the Executive, taking into account the excise tax imposed by Section 4999 of the Code Code, if (i) such parachute payments were reduced to the point that the total thereof would not exceed three times the “Excise Tax”base amount” as defined in Section 280G of the Code, less One Dollar ($1.00), then any or (ii) such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amountparachute payments were not reduced. The “Reduced Amount” shall be either (x) the largest portion of the Payment that If not reducing such parachute payments would result in no portion a greater after-tax amount to the Executive, such parachute payments shall not be reduced. If reducing such parachute payments would result in a greater after-tax amount to the Executive, they shall be reduced to such lesser amount. If such parachute payments must be reduced, the Executive shall direct which of the Payment (after reduction) being payments are to be reduced and the manner in which each is to be limited or modified. The determination by the Accounting Firm shall be binding upon the Bank and its affiliated companies and the Executive subject to the Excise Tax or (yapplication of Section 22(c) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”)hereof. (b) Notwithstanding any provision As a result of paragraph (avarious incentive or other plans, the Executive may be entitled to receive various parachute payments over a period of several years. In such event, the Accounting Firm may need to update its Section 22(a) calculations one or more times. In the event that all or a portion of a parachute payment is not made due to the contrarylimitations of this Section 22, if the Reduction Method or Bank and its affiliated companies shall not be relieved of liability for such amount but such parachute payment shall be deferred and included in calculations with respect to subsequent parachute payments. (c) As a result of uncertainty in the Pro Rata Reduction Method would result in any portion application of section 280G of the Payment being subject to taxes Code at the time of determinations by the Accounting Firm hereunder, uncertainties in the valuation of future payments, and deferrals pursuant to Section 409A 6(a), it is possible that parachute payments will have been made by the Bank and its affiliated companies which should not have been made (an “Overpayment”) or that additional parachute payments which will not have been made by the Bank and its affiliated companies could have been made (an “Underpayment”), consistent in each case with the other provisions of this Section 22. In the Code event that would not otherwise the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Bank or any of its affiliated companies or the Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, such Overpayment shall be subject treated for all purposes as a loan to taxes pursuant the Executive which the Executive shall repay to Section 409A the Bank or such affiliated company, together with interest at the applicable federal rate provided for in section 7872(f)(2)(A) of the Code; provided, then the Reduction Method and/or the Pro Rata Reduction Methodhowever, as the case may be, that no amount shall be modified so as payable by the Executive to avoid the imposition of taxes pursuant Bank or such affiliated company if and to Section 409A the extent that such payment would not reduce the amount which is subject to taxation under section 4999 of the Code as follows: (A) as a first priorityCode. In the event that the Accounting Firm determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the modification shall preserve Bank or such affiliated company to or for the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminatedExecutive, together with interest at the applicable federal rate provided for in section 7872(f)(2)(A) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (cd) Unless Executive All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by the Bank and the Company agree on an alternative accounting firm or law firmBank shall pay such fees, costs and expenses as they become due. In performing the computations required hereunder, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control Accounting Firm shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear assume that all expenses with respect to the determinations by such accounting or law firm required parachute payments to be made hereunder. The Company to the Executive will be subject to federal and state income tax at the maximum rate in effect at the time the determination is made unless the Executive provides the Accounting Firm with evidence that it is more probable than not that one or more parachute payments will be taxable at a lower rate, or lower rates, in which case the Accounting Firm shall use commercially reasonable efforts to cause assume that such parachute payments will be taxed at the accounting lower rate or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companyrates. (de) If Executive receives a Payment for which In the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment event this Agreement is subject to Section 18(k) of the Excise Tax, Executive shall promptly return FDIA at the time any payment is to be made by the Bank to the Company a sufficient amount Executive pursuant to this Agreement or otherwise, such payment will be subject to, and conditioned upon, its compliance with Section 18(k) of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return FDIA and any portion of the Payment pursuant to the preceding sentenceregulations promulgated thereunder.

Limitation on Payments. (a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive will or may would receive in connection with a Change in Control from the Company or otherwise (a “280G Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion amounts of the Transaction Payment that are paid to Executive, which of the following two alternative forms of payment would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a reduction in a Reduced Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause made, (x) of Executive shall have no rights to any additional payments and/or benefits constituting the preceding sentenceTransaction Payment, the and (y) reduction shall in payments and/or benefits will occur in the manner following order: (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) reduction of other benefits paid to Executive. In the “Reduction Method”) event that results acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the greatest economic benefit reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for Executive. If more than one method any amounts not paid as a result of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”)operation of this Section 4. (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting The professional firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculationsmake all determinations required to be made under this Section 4. If the accounting professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law professional firm required to be made hereunder. . (b) The Company shall use commercially reasonable efforts to cause the accounting or law professional firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within fifteen (15) 15 calendar days after the date on which Executive’s right to a 280G Transaction Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) is triggered or such other time as reasonably requested by Executive the Company or Executive. If the Company. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service professional firm determines thereafter that some portion of the Payment no Excise Tax is subject payable with respect to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.Transaction

Limitation on Payments. (a) If any payment In the event that the severance or benefit Executive will change in control-related or may receive from the Company other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant payments or benefits will be either: (a) delivered in full, or (b) delivered as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance or change in control-related or other benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the “Reduction Method”cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) that results reduction of acceleration of vesting of equity awards, which will occur in the greatest economic reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive, which will occur in reverse chronological order such that the benefit for Executiveowed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one method of reduction will result in equity award was made to the Executive on the same economic benefitdate of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Executive have any discretion with respect to the items so reduced ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section will be reduced pro rata made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Pro Rata Reduction MethodAccountants”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise whose determination will be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 9, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 9. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. In the event that the benefits provided for in this Agreement or otherwise payable to Executive (a) If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (iib) but for this sentence, Section 11 would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall Executive’s benefits will be either (xi) the largest portion of the Payment that delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment is required pursuant amounts to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencebe paid must be made, the reduction shall occur in the manner (following order: first, reduction of cash payments, which shall occur in reverse chronological order such that the “Reduction Method”) that results in cash payment owed on the greatest economic benefit for Executive. If more than one method latest date following the occurrence of reduction will result in the same economic benefit, the items so reduced event triggering such excise tax will be reduced pro rata (the first cash payment to be reduced; second, cancellation of equity awards that were granted “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (a change in ownership or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensationcontrol” within the meaning of Section 409A 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); third, cancellation of accelerated vesting of equity awards, which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced (or eliminated) before Payments first); and fourth, reduction of employee benefits, which shall occur in reverse chronological order such that are not deferred compensation within the meaning of Section 409A benefit owed on the latest date following the occurrence of the Code. event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section will be made in writing by a nationally recognized certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (c) Unless the “Firm”), whose determination will be conclusive and binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 11. The Company shall use commercially reasonable efforts to cause will bear all costs and make all payments for the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm’s services reasonably required in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 11. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 11, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment the severance and other benefits constituting “parachute payments” is required pursuant necessary so that no portion of such severance benefits is subject to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) excise tax under Section 4999 of the preceding sentenceCode, the reduction shall occur in the manner following order: (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of equity awards; and (3) reduction of continued 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. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 will be made in writing by the independent public accountants who are primarily used by the Company immediately prior to the Change of Control, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Reduction MethodFirm”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 11, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 11. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 11. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Plan or otherwise (payable to a “280G Payment”) would Participant (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the CodeCode (“280G Payments”), and (ii) but for this sentenceSection 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such the 280G Payment pursuant to this Agreement Payments will be either: (a “Payment”i) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that delivered in full, or (ii) (y) delivered as to such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or Tax, (yiii) the largest portion, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Participant on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment the 280G Payments is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) necessary so that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any no portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that such benefits are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return reduction will occur in the following order: (i) cancellation of equity awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of a Participant’s equity awards. A nationally recognized professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”) will make any determination required under this Section 5. Such determinations will be made in writing by the Firm and any good faith determinations of the Firm will be conclusive and binding upon Participant and the Company. For purposes of making the calculations required by this Section 5, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Participant and the Company will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 5. The Company a sufficient amount of will bear all costs the Payment (after reduction pursuant to clause (x) of Firm may incur in connection with any calculations contemplated by this Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence5.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from 40.1 In the Company event that the post-termination payments and other benefits provided for in the Agreement or otherwise (a “280G Payment”) would payable to you (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code, ”) and (ii) but for this sentenceclause, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any your post-termination payments benefits will be either: (a) delivered in full, or delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such post-termination payments or other post-termination benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by you on an after-tax basis, of the greater economic benefit greatest amount of post-termination payments or benefits, notwithstanding that all or some portion of the Payment such post-termination payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment the severance and other benefits constituting “parachute payments” is required pursuant necessary so that no portion of such post-termination payments or benefits is subject to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) excise tax under Section 4999 of the preceding sentenceCode, the reduction shall occur in the manner following order: (i) reduction of the “Reduction Method”post-termination payments under clause 28.5; (ii) reduction of other cash payments, if any; (iii) cancellation of accelerated vesting of equity awards; and (iv) reduction of continued employee benefits. In the event that results acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the greatest economic benefit for Executivereverse order of the date of grant of your equity awards. If two or more than one method of reduction will result in equity awards are granted on the same economic benefitdate, the items so reduced each award will be reduced pro on a pro-rata (the “Pro Rata Reduction Method”). (b) Notwithstanding basis. In no event shall you have any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses discretion with respect to the determinations by such accounting or law firm ordering of payment reductions. 40.2 Unless the Company and you otherwise agree in writing, any determination required to under this clause will be made hereunderin writing by an independent firm immediately prior to Change of Control (the “Firm”), whose determination will be conclusive and binding upon you and the Company. For purposes of making the calculations required by this clause, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company shall use commercially reasonable efforts and you will furnish to cause the accounting or law firm engaged Firm such information and documents as the Firm may reasonably request in order to make a determination. The Company will bear all costs the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis clause. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If Executive receives, is provided or may receive or be provided any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute that constitutes a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), and the net after-tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and benefits to be made to Executive were three times Executive’s “base amount” (iias defined in Section 280G(b)(3) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (Code), less $1.00, then the aggregate of the amounts constituting the parachute payments shall be reduced to an amount equal to three times Executive’s base amount, less $1.00. For purposes of determining the “Excise Tax”), then any such 280G Payment pursuant net after-tax amount,” the Company will cause to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking taken into account all applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax excise taxes (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, net of the greater economic benefit notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of the Payment may be subject to the Excise Taxsuch state and local taxes). If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount this Section 10 is determined pursuant to clause occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in payments and/or benefits will occur in the following order: (i) reduction of the preceding sentencecash payments, the reduction if any, which shall occur in reverse chronological order such that the manner cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards other than stock options, if any; (iii) cancellation of accelerated vesting of stock options, if any; and (iv) reduction of other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order such that the “Reduction Method”) payment or benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that results acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the greatest economic benefit for Executivereverse order of the date of grant. If two or more than one method of reduction will result in equity awards or stock options are granted on the same economic benefitdate, the items so reduced each award or stock option will be reduced pro on a pro-rata (basis. Notwithstanding, any excise tax imposed will be solely the “Pro Rata Reduction Method”)responsibility of Executive. In no event shall Executive have any discretion with respect to the ordering of her payment reductions. (b) Notwithstanding Unless the Company and Executive otherwise agree in writing, any provision determination required under this Section 10 will be made in writing by a nationally recognized firm of paragraph (a) to independent public accountants selected by the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priorityCompany, the modification shall preserve Company’s legal counsel or such other person or entity to which the greatest extent possible, Parties mutually agree (the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause“Firm”), shall whose determination will be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 10, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 2800 and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 10. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 10. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If A. Notwithstanding anything contained herein to the contrary, prior to the payment of any payment or benefit Executive will or may receive from amounts pursuant to Section IV.F.3. hereof, an independent national accounting firm designated by the Company or otherwise (a “the "Accounting Firm") shall compute whether there would be any "excess parachute payments" payable to the Employee, within the meaning of Section 280G Payment”) would of the Internal Revenue Code of 1986, as amended (i) constitute a “parachute payment” the "Code), taking into account the total "Parachute payments," within the meaning of Section 280G of the Code, and (ii) but for this sentencepayable to the Employee or otherwise. If there would be any excess parachute payments, be subject the Accounting Firm will compute the net after-tax proceeds to the Employee, taking into account the excise tax imposed by Section 4999 of the Code Code, if (i) the “Excise Tax”)payments hereunder were reduced, then any but not below zero, such that the total parachute payments payable to the Employee would not exceed three (3) times the "base amount" as defined in Section 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then less One Dollar ($1.00), or (ii) the Reduction Method and/or payments hereunder were not reduced. If reducing the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as payments hereunder would result in a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an greater after-tax basis; (B) as a second priorityamount to the Employee, Payments that are contingent on future events (e.g., being terminated without cause), such lesser amount shall be reduced (or eliminated) before Payments that are paid to the Employee. If not contingent on future events; reducing the payments hereunder would result in a greater after-tax amount to the Employee, such payments shall not be reduced. The determination by the Accounting Firm shall be binding upon the Company and (C) as a third priority, Payments that are “deferred compensation” within the meaning Employee subject to the application of Section 409A XX.B. hereof. B. As a result of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within uncertainty in the meaning application of Section 409A 280G of the Code. (c) Unless Executive and , it is possible that excess parachute payments will be paid when such payment would result in a less after-tax amount to the Company agree on an alternative accounting firm or law firmEmployee; this is not the intent hereof. In such cases, the accounting firm engaged payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as a loan by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderEmployee. The Company shall bear all expenses with respect Employee will return the excess to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculationsCompany, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar business days after of any determination by the Accounting Firm that excess parachute payments have been paid when not so intended, with interest at an annual rate equal to the rate provided in Section 1274(d) of the Code (or 120% of such rate if the Accounting Firm determines that such rate is necessary to avoid an excise tax under Section 4999 of the Code) from the date on which Executive’s right the Employee received the excess until it is repaid to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. C. All fees, costs and expenses (d) If Executive receives a Payment for which including, but not limited to, the Reduced Amount was determined pursuant to clause (xcost of retaining experts) of Section 3.6(a) the Accounting Firm shall be borne by the Company and the Internal Revenue Service determines thereafter Company shall pay such fees, costs and expenses as they become due. In performing the computations required hereunder, the Accounting Firm shall assume that some portion taxes will be paid for state and federal purposes at the highest possible marginal tax rates which could be applicable to the Employee in the year of receipt of the Payment is subject to payments, unless the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentenceEmployee agrees otherwise.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment the severance and other benefits constituting “parachute payments” is required pursuant necessary so that no portion of such severance benefits is subject to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) excise tax under Section 4999 of the preceding sentenceCode, the reduction shall occur in the manner following order: (1) reduction of the severance payments under Sections 7(a)(i) or 7(a)(ii); (2) reduction of other cash payments, if any; (3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued 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. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall the Executive have any discretion with respect to the ordering of payment reductions. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 9. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by an independent firm immediately prior to a Change of Control (the “Reduction MethodFirm”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 9, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 9. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 9. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If In the event that any payment payments or benefit Executive will or may receive from the Company benefits provided for in this Agreement or otherwise payable to Executive (a collectively, the “280G PaymentPayments”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, and (ii) but for this sentenceSection 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant payments or benefits will be either: (a) delivered in full, or (b) delivered as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of Payments, notwithstanding that all or some portion of the Payment such Payments may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as followsfollowing order: (Ai) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are cancellation of equity awards granted “contingent on future events a change in ownership or control” (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A 280G of the Code. ); (cii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 9, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section 9. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 9. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 23, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance and other benefits will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that letter extent which would result in no portion of the Payment (after reduction) such severance and other benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance and other benefits, notwithstanding that all or some portion of the Payment such severance and other benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment the severance and other benefits constituting “parachute payments” is required pursuant necessary so that no portion of such severance benefits is subject to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) excise tax under Section 4999 of the preceding sentenceCode, the reduction shall occur in the manner following order: (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of equity awards; and (3) reduction of continued 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. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 23. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 23 will be made in writing by an independent firm (the “Reduction MethodFirm”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 23, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 23. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 23. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from Within fifteen (15) business days of the Termination Date, an independent national accounting hum designated by the Company or otherwise (a “the "Accounting Firm") shall compute whether there would be any "excess parachute payments" payable to the Executive, within the meaning of Section 280G Payment”) would of the Internal Revenue Code of 1986, as amended (i) constitute a “the "Code"), taking into account the total "parachute payment” payments," within the meaning of Section 280G of the Code, payable to the Executive by the Company or any successor thereto under this Agreement and (ii) but for this sentenceany other plan, agreement or otherwise. If there would be subject any excess parachute payments, the Accounting Firm will compute the net after-tax proceeds to the Executive, taking into account the excise tax imposed by Section 4999 of the Code Code, if (i) the “Excise Tax”)payments hereunder were reduced, then any but not below zero, such that the total parachute payments payable to the Executive would not exceed 299% of the "base amount" as defined in Section 280G Payment pursuant to this Agreement of the Code, or (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (xii) the largest portion of payments hereunder were not reduced. If reducing the Payment that payments hereunder would result in no portion of a greater after-tax amount to the Payment (after reduction) being Executive, such lesser amount shall be paid to the Executive. If not reducing the payments hereunder would result in a greater after-tax amount to the Executive, such payments shall not be reduced. The determination by the Accounting Firm shall be binding upon the Company and the Executive subject to the Excise Tax or (yapplication of Section 22(b) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”)hereof. (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would As a result in any portion of the Payment being subject to taxes pursuant to Section 409A uncertainty m the application of the Code that would not otherwise be subject to taxes pursuant to Section 409A Sections 280G of the Code, then it is possible that excess parachute payments will be paid when such payment would result in a lesser after-tax amount to the Reduction Method and/or Executive; this is not the Pro Rata Reduction Methodintent hereof. In such cases, the payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as a loan by the case may beCompany to the Executive. The Executive will return the excess to the Company, shall be modified within fifteen (I 5) business days of any determination by the Accounting Firm that excess parachute payments have been paid when not so as intended, with interest at an annual rate equal to avoid the imposition of taxes pursuant to rate provided in Section 409A 1274(b)(2)(B) of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments 120% of such rate if the Accounting Firm determines that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of such rate is necessary to avoid an excise tax under Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A 4999 of the Code) from the date the Executive received the excess until it is repaid to the Company. (c) Unless Executive All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by the Company and the Company agree on an alternative accounting firm or law firmshall pay such fees, costs and expenses as they become due. In performing the computations required hereunder, the accounting firm engaged by Accounting Firm shall assume that taxes will be paid for state and federal purposes at the Company for general highest possible marginal tax compliance purposes as rates which could be applicable to the Executive in the yeah of receipt of the day prior to payments, unless the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companyagrees otherwise. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence."

Limitation on Payments. (a) If any payment In the event that the payments or benefit Executive will or may receive from the Company benefits provided for in this Agreement or otherwise payable to Executive (a collectively, the “280G PaymentPayments”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 11, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s the Payments will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such Payments being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of Payments, notwithstanding that all or some portion of the Payment such Payments may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in Payments constituting “parachute payments” is necessary so that the Payments are delivered to a Payment is required pursuant to lesser extent, reduction will occur in the preceding sentence and following order: (i) reduction of cash payments, which shall occur in reverse chronological order such that the Reduced Amount is determined pursuant to clause (x) cash payment owed on the latest date following the occurrence of the preceding sentenceevent triggering such excise tax will be the first cash payment to be reduced; (ii) reduction of acceleration of vesting of equity awards, the reduction which shall occur in the manner reverse order of the date of grant for such stock awards (i.e., the “Reduction Method”vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive, which shall occur in reverse chronological order such that results in the greatest economic benefit for Executiveowed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one method of reduction will result in equity award was made to the Executive on the same economic benefitdate of grant, all such awards shall have their acceleration of vesting reduced pro rata. In no event shall the items so reduced Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 will be reduced pro rata made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Pro Rata Reduction MethodAccountants”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise whose determination will be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 11, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 11. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance benefits under Section 3(a) will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as followsfollowing order: (Ai) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basisreduction of cash payments; (Bii) as a second priority, Payments that are cancellation of awards granted “contingent on future events a change in ownership or control” (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Code Section 409A 280G), (iii) cancellation of accelerated vesting of equity awards; (iv) reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the Code shall date of grant of Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by the Company’s independent public accountants immediately prior to Change of Control (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless “Accountants”), whose determination will be conclusive and binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 5, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section 5. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 5. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance benefits under Section 4(a)(i) will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction payments and benefits shall occur be reduced in the manner following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the “Reduction Method”parachute payments” occurs): (A) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced a pro rata reduction of (the “Pro Rata Reduction Method”). (bi) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being cash payments that are subject to taxes pursuant to Section 409A of the Code that would as deferred compensation and (ii) cash payments not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition ; (B) a pro rata cancellation of taxes pursuant (i) accelerated vesting of stock and other equity-based awards that are subject to Section 409A of the Code as follows: deferred compensation and (Aii) as a first priority, the modification shall preserve stock and other equity-based awards not subject to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future eventsSection 409A; and (C) as a third priority, Payments pro rata reduction of (i) employee benefits that are “deferred compensation” within the meaning of subject to Section 409A of the Code shall be reduced (or eliminated) before Payments that are not as deferred compensation within the meaning of and (ii) employee benefits not subject to Section 409A of the Code. . 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 Executive otherwise agree in writing, any determination required under this Section 4 will be made in writing by an independent firm immediately prior to Change of Control (c) Unless the “Firm”), whose determination will be conclusive and binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 4, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 4. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the benefits provided for in this Agreement or otherwise payable to Executive (a “280G Payment”) would (ix) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (iiy) but for this sentence, Section 4 would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall Executive’s benefits will be either (xi) the largest portion of the Payment that delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment is required pursuant amounts to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencebe paid must be made, the reduction shall occur in the manner following order: first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; second, cancellation of accelerated vesting of equity awards, which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and third, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section will be made in writing by a well-recognized independent public accounting firm chosen by the Company (the “Reduction MethodAccountants”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section 4. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 4. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to the Employee (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this sentenceSection 6, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then any the Employee’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by the Employee on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be taxable under Code Section 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner following order: (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the-Company and the Employee otherwise agree in writing, any determination required under this Section 6 will be made in writing by an independent firm selected by the Company with the consent of Employee (the “Reduction MethodFirm”) that results in ), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the greatest economic benefit for Executive. If more than one method change of reduction will result in the same economic benefitcontrol, the items so reduced whose determination will be reduced pro rata (conclusive and binding upon the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive Employee and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 6, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode Sections 280G and 4999. The Company shall bear all expenses with respect and the Employee will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 6. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 6. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If Notwithstanding anything contained herein to the contrary, prior to the payment of any payment or benefit Executive will or may receive from amounts pursuant to Section 6(a) hereof, an independent national accounting firm designated by the Company or otherwise (a “the "Accounting Firm") shall compute whether there would be payable to the Executive any "excess parachute payments," within the meaning of Section 280G Payment”) would of the Internal Revenue Code of 1986, as amended (i) constitute a “the "Code"), taking into account the total "parachute payment” payments," within the meaning of Section 280G of the Code, payable or to be provided to the Executive, whether by the Company or any of its affiliates or by any successor to the Company or any such affiliate, and (ii) but for whether under this sentenceAgreement or outside of this Agreement. If there would be any excess parachute payments, be subject the Accounting Firm will compute the net after-tax proceeds to the Executive, taking into account the excise tax imposed by Section 4999 of the Code Code, if (i) such parachute payments were reduced to the “Excise Tax”point that the total thereof would not exceed three times the "base amount" as defined in Section 280G of the Code, less One Dollar ($1.00), then any or (ii) such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amountparachute payments were not reduced. The “Reduced Amount” shall be either (x) the largest portion of the Payment that If not reducing such parachute payments would result in no portion a greater after-tax amount to the Executive, such parachute payments shall not be reduced. If reducing such parachute payments would result in a greater after-tax amount to the Executive, they shall be reduced to such lesser amount. If such parachute payments must be reduced, the Executive shall direct which of the Payment (after reduction) being payments are to be reduced and the manner in which each is to be limited or modified. The determination by the Accounting Firm shall be binding upon the Company and its affiliated companies and the Executive subject to the Excise Tax or (yapplication of Section 23(c) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”)hereof. (b) Notwithstanding any provision As a result of paragraph (avarious incentive or other plans, the Executive may be entitled to receive various parachute payments over a period of several years. In such event, the Accounting Firm may need to update its Section 23(a) calculations one or more times. In the event that all or a portion of a parachute payment is not made due to the contrarylimitations of this Section 23, if the Reduction Method or Company and its affiliated companies shall not be relieved of liability for such amount but such parachute payment shall be deferred and included in calculations with respect to subsequent parachute payments. (c) As a result of uncertainty in the Pro Rata Reduction Method would result in any portion application of section 280G of the Payment being subject to taxes Code at the time of determinations by the Accounting Firm hereunder, uncertainties in the valuation of future payments, and deferrals pursuant to Section 409A 6(a), it is possible that parachute payments will have been made by the Company and its affiliated companies which should not have been made (an "Overpayment") or that additional parachute payments which will not have been made by the Company and its affiliated companies could have been made (an "Underpayment"), consistent in each case with the other provisions of this Section 23. In the Code event that would not otherwise the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or any of its affiliated companies or the Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, such Overpayment shall be subject treated for all purposes as a loan to taxes pursuant the Executive which the Executive shall repay to Section 409A the Company or such affiliated company, together with interest at the applicable federal rate provided for in section 7872(f)(2)(A) of the Code; provided, then the Reduction Method and/or the Pro Rata Reduction Methodhowever, as the case may be, that no amount shall be modified so as payable by the Executive to avoid the imposition of taxes pursuant Company or such affiliated company if and to Section 409A the extent that such payment would not reduce the amount which is subject to taxation under section 4999 of the Code as follows: (A) as a first priorityCode. In the event that the Accounting Firm determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the modification shall preserve Company or such affiliated company to or for the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminatedExecutive, together with interest at the applicable federal rate provided for in section 7872(f)(2)(A) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (cd) Unless Executive All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by the Company and the Company agree on an alternative accounting firm or law firmshall pay such fees, costs and expenses as they become due. In performing the computations required hereunder, the accounting firm engaged Accounting Firm shall assume that all parachute payments to be made to the Executive will be subject to federal and state income tax at the maximum rate in effect at the time the determination is made unless the Executive provides the Accounting Firm with evidence that it is more probable than not that one or more parachute payments will be taxable at a lower rate, or lower rates, in which case the Accounting Firm shall assume that such parachute payments will be taxed at the lower rate or rates. (e) In the event this Agreement is subject to Section 18(k) of the Federal Deposit Insurance Act (the "FDIA") at the time any payment is to be made by the Company for general tax to the Executive pursuant to this Agreement or otherwise, such payment will be subject to, and conditioned upon, its compliance purposes as with Section 18(k) of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive FDIA and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companyany regulations promulgated thereunder. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If In the event that any payment or benefit Executive will or may receive from the Company compensation provided for in this Employment Agreement or otherwise (a “280G Payment”) would payable to Employee (i) constitute a constitutes “parachute paymentpayments” within the meaning of Section 280G of the Code, and (ii) but for this sentenceSection 7, would be subject to the excise tax imposed by Section 4999 of the Code Code, such compensation will be either: (the “Excise Tax”), then any a) Delivered in full; or (b) Delivered to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment lesser extent that would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode whichever of the foregoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Employee on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or of some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefits constituting “parachute payments” is made in order to deliver compensation to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent in accordance with this Section 7, the reduction shall will occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as followsfollowing order: (Ai) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basisreduction in cash payments; (Bii) as a second priority, Payments that are cancellation of awards granted “contingent on future events a change in ownership or control” (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Code Section 409A 280G); (iii) cancellation of accelerated vesting of equity awards; and (iv) reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the Code shall date of grant of Employee’s equity awards. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 7 will be reduced made in writing by the Company’s independent public accountants or such other person or entity to which the parties mutually agree (or eliminated) before Payments that are not deferred compensation within the meaning “Firm”), whose determination will be conclusive and binding upon Employee and the Company. For purposes of Section 409A making the calculations, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect and Employee will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations required by Executive or the Company) or such other time as requested by Executive or the Companythis Section 7. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, and (ii) but for this sentenceSection 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance benefits under Section 3(a) will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that severance and other benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner following order: (the “Reduction Method”i) reduction of cash payments in reverse chronological order (that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefitis, the items so reduced cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be reduced pro rata (the “Pro Rata Reduction Method”first cash payment to be reduced). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (Bii) as a second priority, Payments cancellation of Equity Awards that are were granted “contingent on future events (e.g., being terminated without cause), shall be reduced (a change in ownership or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensationcontrol” within the meaning of Code Section 409A 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (iii) reduction of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within accelerated vesting of Equity Awards in the meaning reverse order of Section 409A date of grant of the Code. awards (ci.e., the vesting of the most recently granted Equity Awards will be cancelled first and if more than one Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata); and (iv) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 4 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 4, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 4. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this sentenceSection 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner following order: (the “Reduction Method”i) reduction of cash payments in reverse chronological order (that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefitis, the items so reduced cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be reduced pro rata (the “Pro Rata Reduction Method”first cash payment to be reduced). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (Bii) as a second priority, Payments cancellation of Equity Awards that are were granted “contingent on future events (e.g., being terminated without cause), shall be reduced (a change in ownership or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensationcontrol” within the meaning of Code Section 409A 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (iii) reduction of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within accelerated vesting of Equity Awards in the meaning reverse order of Section 409A date of grant of the Code. awards (ci.e., the vesting of the most recently granted equity awards will be cancelled first and if more than one Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata); and (iv) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by a nationally recognized certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”) immediately prior to Change in Control, whose determination will be conclusive and binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 5, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 5. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If In the event that any payment or benefit Executive will or may receive from the Company benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Employee (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 18.b, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant payments or benefits will be either: i. delivered in full, or ii. delivered as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Employee on an after-tax basis, of the greater economic benefit greatest amount of severance or change in control-related or other payments or benefits, notwithstanding that all or some portion of the Payment such payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in payments or benefits constituting “parachute payments” is necessary so that benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the “Reduction Method”cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) that results reduction of acceleration of vesting of equity awards, which will occur in the greatest economic reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Employee, which will occur in reverse chronological order such that the benefit for Executiveowed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one method of reduction will result in equity award was made to the Employee on the same economic benefitdate of grant, the items so reduced all such awards will be have their acceleration of vesting reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding rata. In no event will Employee have any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses discretion with respect to the determinations by such accounting or law firm ordering of payment reductions. Unless the Company and Employee otherwise agree in writing, any determination required to under this Section 18.b will be made hereunderin writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 18.b, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company shall use commercially reasonable efforts and Employee will furnish to cause the accounting or law firm engaged Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company will bear all costs the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 18.b. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, and (ii) but for this sentenceSection 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner following order: (the “Reduction Method”i) reduction of cash payments in reverse chronological order (that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefitis, the items so reduced cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be reduced pro rata (the “Pro Rata Reduction Method”first cash payment to be reduced). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (Bii) as a second priority, Payments cancellation of Equity Awards that are were granted “contingent on future events (e.g., being terminated without cause), shall be reduced (a change in ownership or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensationcontrol” within the meaning of Code Section 409A 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (iii) reduction of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within accelerated vesting of Equity Awards in the meaning reverse order of Section 409A date of grant of the Code. awards (c) Unless Executive and the Company agree on an alternative accounting firm or law firmi.e., the accounting firm engaged by the Company for general tax compliance purposes as vesting of the day prior most recently granted Equity Awards will be cancelled first and if more than one Equity Award was made to Executive on the effective same date of the Change grant, all such awards will have their acceleration of vesting reduced pro rata); and (iv) reduction of employee benefits in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Controlreverse chronological order (i.e., the Company shall appoint a nationally recognized accounting or law firm benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to make be reduced). In no event will the determinations required hereunder. The Company shall bear all expenses Executive have any discretion with respect to the determinations by such accounting or law firm ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required to under this Section 5 will be made hereunderin writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 5, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company shall use commercially reasonable efforts and Executive will furnish to cause the accounting or law firm engaged Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the determinations hereunder to provide its calculations, together Firm may incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 5. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to the Employee (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this sentenceSection 6, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then any the Employee’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by the Employee on an after-tax aftertax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be taxable under Code Section 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner following order: (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 6 will be made in writing by an independent firm selected by the Company with the consent of Employee (the “Reduction MethodFirm”) that results in ), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the greatest economic benefit for Executive. If more than one method change of reduction will result in the same economic benefitcontrol, the items so reduced whose determination will be reduced pro rata (conclusive and binding upon the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive Employee and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 6, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode Sections 280G and 4999. The Company shall bear all expenses with respect and the Employee will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 6. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 6. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment In the event that the severance or benefit Executive will or may receive from the Company change in control-related benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 10, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant to Executive’s severance or change in control-related benefits under this Agreement or otherwise will be either: (a “Payment”a) shall be equal delivered in full, or (b) delivered as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance or change in control-related benefits, notwithstanding that all or some portion of the Payment such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a Payment is required pursuant to lesser extent, reduction will occur in the preceding sentence and following order: (i) reduction of cash payments, which shall occur in reverse chronological order such that the Reduced Amount is determined pursuant to clause (x) cash payment owed on the latest date following the occurrence of the preceding sentenceevent triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards, the reduction which shall occur in the manner reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other employee benefits paid or provided to the Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will have their acceleration of vesting reduced on a pro-rata basis. In no event shall the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Reduction MethodAccountants”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 10, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 10. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If Notwithstanding anything contained herein to the contrary, prior to the payment of any payment or benefit Executive will or may receive from amounts pursuant to Section 6(a) hereof, an independent national accounting firm designated by the Company or otherwise (a “the "Accounting Firm") shall compute whether there would be any "excess parachute payments" payable to the Executive, within the meaning of Section 280G Payment”) would of the Internal Revenue Code of 1986, as amended (i) constitute a “the "Code"), taking into account the total "parachute payment” payments," within the meaning of Section 280G of the Code, payable to the Executive by the Company or any successor thereto under this Agreement and (ii) but for this sentenceany other plan, agreement or otherwise. If there would be subject any excess parachute payments, the Accounting Firm will compute the net after-tax proceeds to the Executive, taking into account the excise tax imposed by Section 4999 of the Code Code, if (i) the “Excise Tax”payments hereunder were reduced, but not below zero, such that the total parachute payments payable to the Executive would not exceed three (3) times the "base amount" as defined in Section 280G of the Code, less One Dollar ($1.00), then any such 280G Payment pursuant to this Agreement or (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (xii) the largest portion of payments hereunder were not reduced. If reducing the Payment that payments hereunder would result in no portion of a greater after-tax amount to the Payment (after reduction) being Executive, such lesser amount shall be paid to the Executive. If not reducing the payments hereunder would result in a grater after-tax amount to the Executive, such payments shall not be reduced. The determination by the Accounting Firm shall be binding upon the company and the Executive subject to the Excise Tax or (yapplication of Section 8(b) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”)hereof. (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would As a result in any portion of the Payment being subject to taxes pursuant to Section 409A uncertainty in the application of the Code that would not otherwise be subject to taxes pursuant to Section 409A Sections 280G of the Code, then it is possible that excess parachute payments will be paid when such payment would result in a lesser after-tax amount to the Reduction Method and/or Executive; this is not the Pro Rata Reduction Methodintent hereof. In such cases, the payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as a loan by the case may beCompany to the Executive. The Executive will return the excess to the Company, shall be modified within fifteen (15) business days of any determination by the Accounting Firm that excess parachute payments have been paid when not so as intended, with interest at an annual rate equal to avoid the imposition of taxes pursuant to rate provided in Section 409A 1274(d) of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments 120% of such rate if the Accounting Firm determines that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of such rate is necessary to avoid an excise tax under Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A 4999 of the Code) from the date the Executive received the excess until it is repaid to the Company. (c) Unless Executive All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by the Company and the Company agree on an alternative accounting firm or law firmshall pay such fees, costs and expenses as they become due. In performing the computations required hereunder, the accounting firm engaged by Accounting Firm shall assume that taxes will be paid for state and federal purposes at the Company for general highest possible marginal tax compliance purposes as rates which could be applicable to the Executive in the year of receipt of the day prior to payments, unless the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companyagrees otherwise. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Plan or otherwise (payable to a “280G Payment”) would Participant (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the CodeCode (“280G Payments”), and (ii) but for this sentenceSection 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such the 280G Payment pursuant Payments will be either: (a) delivered in full, or (b) delivered as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Participant on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or some portion of the Payment such benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments is necessary so that no portion of such benefits are subject to the Excise Tax. If a , reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall will occur in the manner following order: (i) cancellation of awards granted “contingent on a change in ownership or control” (within the “Reduction Method”meaning of Code Section 280G); (ii) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced a pro rata reduction of (the “Pro Rata Reduction Method”). (bA) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being cash payments that are subject to taxes pursuant to Section 409A of the Code that would as deferred compensation and (B) cash payments not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition ; (iii) a pro rata reduction of taxes pursuant (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of the Code as follows: (A) accelerated vesting equity awards that are subject to Section 409A as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; deferred compensation and (B) as a second priorityequity awards not subject to Section 409A. In the event that acceleration of vesting of equity awards is to be cancelled, Payments that are contingent on future events (e.g., being terminated without cause), shall such acceleration of vesting will be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within cancelled in the meaning of Section 409A reverse order of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning date of Section 409A grant of the Code. (c) a Participant’s equity awards. Unless Executive Participant and the Company otherwise agree on an alternative accounting firm or law firmin writing, the accounting firm engaged any determination required under this Section 5 will be made in writing by the Company for general tax compliance purposes as of the day Company’s independent public accountants immediately prior to the effective date of the Change in Control shall perform or such other person or entity to which the foregoing calculationsparties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Participant and the Company. If For purposes of making the accounting firm so engaged calculations required by this Section 5 the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Participant and the Company is serving will furnish to the Firm such information and documents as accountant or auditor for the individual, entity or group effecting the Change Firm may reasonably request in Control, the Company shall appoint a nationally recognized accounting or law firm order to make the determinations required hereundera determination under this Section 5. The Company shall will bear all expenses costs the Firm may incur in connection with respect to the determinations any calculations contemplated by such accounting or law firm required to be made hereunderthis Section 5. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.-7-

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the post-termination payments and other benefits provided for in the Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceParagraph 19, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s post-termination payments benefits will be either: (a) delivered in full, or delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such post-termination payments or other post-termination benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of post-termination payments or benefits, notwithstanding that all or some portion of the Payment such post-termination payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Payment the severance and other benefits constituting “parachute payments” is required pursuant necessary so that no portion of such post-termination payments or benefits is subject to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) excise tax under Section 4999 of the preceding sentenceCode, the reduction shall occur in the manner following order: (i) reduction of the “Reduction Method”post-termination payments under Paragraph 7; (ii) reduction of other cash payments, if any; (iii) cancellation of accelerated vesting of equity awards; and (iv) reduction of continued employee benefits. In the event that results acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the greatest economic benefit for reverse order of the date of grant of Executive’s equity awards. If two or more than one method of reduction will result in equity awards are granted on the same economic benefitdate, the items so reduced each award will be reduced pro on a pro-rata (basis. In no event shall the “Pro Rata Reduction Method”)Executive have any discretion with respect to the ordering of payment reductions. (b) Notwithstanding Unless the Company and Executive otherwise agree in writing, any provision determination required under this Paragraph 19 will be made in writing by an independent firm immediately prior to Change of paragraph Control (a) to the contrary“Firm”), if whose determination will be conclusive and binding upon Executive and the Reduction Method or Company. For purposes of making the Pro Rata Reduction Method would result in any portion calculations required by the Paragraph 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A Sections 280G and 4999 of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make Firm may reasonably incur in connection with any calculations contemplated by the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the CompanyParagraph 19. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment In the event that the severance or benefit Executive will change in control-related or may receive from the Company other payments or benefits provided for in this Agreement or otherwise payable to Executive (a collectively, the “280G PaymentPayments”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, and (ii) but for this sentenceSection 8, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant payments or benefits will be either: (a) delivered in full, or (b) delivered as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of Payments, notwithstanding that all or some portion of the Payment such Payments may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as followsfollowing order: (Ai) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are cancellation of equity awards granted “contingent on future events a change in ownership or control” (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A 280G of the Code. ); (cii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 8, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under H▇▇▇▇▇ - ▇▇▇▇▇▇ - Executive Employment Agreement this Section 8. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 8. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “"parachute payment” payments" within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive's severance benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefits constituting "parachute payments" is necessary so that benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as followsfollowing order: (Ai) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basisreduction of cash payments; (Bii) as a second priority, Payments that are cancellation of awards granted "contingent on future events a change in ownership or control" (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Code Section 409A 280G), (iii) cancellation of accelerated vesting of equity awards; (iv) reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the Code shall date of grant of Executive's equity awards. Unless the Company and Executive otherwise agree in writing, any dete1mination required under this Section 5 will be reduced made in writing by the Company's independent public accountants immediately prior to the Change in Control (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless "Accountants"), whose determination will be conclusive and binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 5, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 5. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If In the event that it is determined that any payment or distribution of any type to or for your benefit Executive will made by the Company, by any of its affiliates, by any person who acquires ownership or may receive from effective control or ownership of a substantial portion of the Company or otherwise Company’s assets (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the CodeCode or by any affiliate of such person, and whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (ii) but for this sentencethe “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then any such 280G Payment pursuant payments or distributions or benefits will be payable either: (i) in full; or (ii) as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser amount which would result in no portion of the Payment (after reduction) such payments or distributions or benefits being subject to the Excise Tax or (y) Tax. You will receive the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receiptgreater, on an after-tax basis, of (i) or (ii) above. In the greater economic benefit notwithstanding event that all or some portion of the Payment may clause (ii) above applies, and a reduction is required to be subject applied to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentenceTotal Payments, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced Total Payments will be reduced pro rata by the Company in the following order: (the “Pro Rata Reduction Method”). 1) payments and benefits due under Sections 8(b)(i) and (bii) Notwithstanding any provision of paragraph will be reduced (aif necessary, to zero) to the contraryin such order with amounts that are payable first reduced first; provided, if the Reduction Method or the Pro Rata Reduction Method would result however that in any portion of the Payment being all events such payments which are not subject to taxes pursuant to Section 409A of the Internal Revenue Code that would of 1986, as amended (the “Code”) will be reduced first; (2) payments and benefits due in respect of any options to purchase shares of common stock of the Company will be reduced second; (3) payments and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has not otherwise been made will be subject reduced third and (4) payments and benefits due in respect of any fully valued Equity Awards (i.e., restricted stock or restricted stock units) for which an election under Section 83(b) of the Code has been made will be reduced fourth. Notwithstanding anything to taxes pursuant the contrary herein, in all events, you will have no right, power or discretion to determine the reduction of payments and/or benefits hereunder and any such reduction will be structured in a manner intended to comply with Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) . Unless Executive you and the Company agree on an alternative accounting firm or law firmotherwise in writing, the accounting firm engaged any determination required under this Section 6(b) will be made in writing by a qualified independent accountant selected by the Company for general tax compliance purposes as of (the day prior to the effective date of the Change in Control shall perform the foregoing calculations“Accountant”) whose determination will be conclusive and binding. If the accounting firm so engaged by You and the Company is serving will furnish the Accountant such documentation and documents as accountant or auditor for the individual, entity or group effecting the Change Accountant may reasonably request in Control, the Company shall appoint a nationally recognized accounting or law firm order to make the determinations required hereundera determination. The Company shall will bear all expenses costs that the Accountant may reasonably incur in connection with respect to the determinations performing any calculations contemplated by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companythis Section 6(b). (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment In the event that the severance or benefit Executive will change in control-related or may receive from the Company other payments or benefits provided for in this Agreement or otherwise payable to Executive (a collectively, the “280G PaymentPayments”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, and (ii) but for this sentenceSection 8, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant payments or benefits will be either: (a) delivered in full, or ▇▇▇▇▇ - ▇▇▇▇▇▇ - Executive Employment Agreement (b) delivered as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of Payments, notwithstanding that all or some portion of the Payment such Payments may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in Payments constituting “parachute payments” is necessary so that Payments are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as followsfollowing order: (Ai) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are cancellation of equity awards granted “contingent on future events a change in ownership or control” (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A 280G of the Code. ); (cii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. If acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 8, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section 8. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 8. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment In the event that the payments or benefit Executive will or may receive from the Company benefits provided for in this Agreement or otherwise payable to Executive (a “280G Payment”collectively, the "Payments") would (i) constitute a “"parachute payment” payments" within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 11, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive's the Payments will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such Payments being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of Payments, notwithstanding that all or some portion of the Payment such Payments may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in Payments constituting "parachute payments" is necessary so that the Payments are delivered to a Payment is required pursuant to lesser extent, reduction will occur in the preceding sentence and following order: (i) reduction of cash payments, which shall occur in reverse chronological order such that the Reduced Amount is determined pursuant to clause (x) cash payment owed on the latest date following the occurrence of the preceding sentenceevent triggering such excise tax will be the first cash payment to be reduced; (ii) reduction of acceleration of vesting of equity awards, the reduction which shall occur in the manner reverse order of the date of grant for such stock awards (i.e., the “Reduction Method”vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive, which shall occur in reverse chronological order such that results in the greatest economic benefit for Executiveowed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one method of reduction will result in equity award was made to the Executive on the same economic benefitdate of grant, all such awards shall have their acceleration of vesting reduced pro rata. In no event shall the items so reduced Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 will be reduced pro rata made in writing by a nationally recognized firm of independent public accountants selected by the Company (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause"Accountants"), shall whose determination will be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 11, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 11. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this sentenceSection 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance benefits under Section 7 will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at excise tax imposed by Section 4999 of the highest applicable marginal rate)Code, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as followsfollowing order: (Ai) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basisreduction of cash payments; (Bii) as a second priority, Payments that are cancellation of awards granted “contingent on future events a change in ownership or control” (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Code Section 409A 280G); (iii) cancellation of accelerated vesting of equity awards; or (iv) reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the Code shall date of grant of Executive’s equity awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 will be reduced made in writing by a nationally recognized certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (or eliminatedthe “Firm”) before Payments that are not deferred compensation within the meaning immediately prior to Change of Section 409A of the Code. (c) Unless Control, whose determination will be conclusive and binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 9, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 9. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Plan or otherwise (payable to a “280G Payment”) would Participant (i) constitute a “"parachute payment” payments" within the meaning of Section 280E of the Code ("280G of the CodePayments"), and (ii) but for this sentenceSection 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then any such the 280G Payment pursuant Payments will be either: (a) delivered in full, or (b) delivered as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Participant on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or some portion of the Payment such benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments is necessary so that no portion of such benefits are subject to the Excise Tax. If a , reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall will occur in the manner following order: (i) cancellation of awards granted "contingent on a change in ownership or control" (within the “Reduction Method”meaning of Code Section 280G); (ii) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced a pro rata reduction of (the “Pro Rata Reduction Method”). (bA) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being cash payments that are subject to taxes pursuant to Section 409A of the Code that would as deferred compensation and (B) cash payments not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition ; (iii) a pro rata reduction of taxes pursuant (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of the Code as follows: (A) accelerated vesting equity awards that are subject to Section 409A as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; deferred compensation and (B) as a second priorityequity awards not subject to Section 409A. In the event that acceleration of vesting of equity awards is to be cancelled, Payments that are contingent on future events (e.g., being terminated without cause), shall such acceleration of vesting will be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within cancelled in the meaning of Section 409A reverse order of the Code shall date of grant of a Participant's equity awards. A nationally recognized professional services firm selected by the Company, the Company's legal counsel or such other person or entity to which the parties mutually agree (the "Firm") will make any determination required under this Section 5. Such determinations will be reduced (or eliminated) before Payments that are not deferred compensation within made in wilting by the meaning Firm and any good faith determinations of the Firm will be conclusive and binding upon Participant and the Company. For purposes of making the calculations required by this Section 409A 5 the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. (c) Unless Executive . Participant and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior will furnish to the effective date of Firm such information and documents as the Change Firm may reasonably request in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm order to make the determinations required hereundera determination under this Section 5. The Company shall will bear all expenses costs the Firm may incur in connection with respect to the determinations any calculations contemplated by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companythis Section 5. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to the Employee (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this sentenceSection 5, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then any the Employee’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by the Employee on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be taxable under Code Section 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner following order: (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 5 will be made in writing by an independent firm selected by the Company with the consent of Employee (the “Reduction MethodFirm”) that results in ), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the greatest economic benefit for Executive. If more than one method change of reduction will result in the same economic benefitcontrol, the items so reduced whose determination will be reduced pro rata (conclusive and binding upon the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive Employee and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 5, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode Sections 280G and 4999. The Company shall bear all expenses with respect and the Employee will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 5. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 5. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 8, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance benefits under Section 7 will be either: (i) delivered in full, or (ii) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance and other benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the Code (a “Reduced Payment”), whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in a Reduced Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause made, (x) of the preceding sentenceseverance and other benefits shall be paid only to the extent permitted under the Reduced Payment alternative, the and Executive shall have no rights to any additional payments and/or benefits constituting a parachute payment, and (y) reduction in payments and/or benefits shall occur in the manner following order: (1) reduction of cash payments (if any); (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits (if any) paid to Executive. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant. Executive shall have no right to modify or otherwise influence the reduction of payments under the Reduced Payment alternative. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Reduction MethodAccountants”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 8, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section 8. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 8. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If Executive receives, is provided or may receive or be provided any payment or benefit Executive will or may receive from the Company or otherwise (that constitutes a “280G Payment”) would (i) constitute a “"parachute payment” within the meaning of " (as defined in Section 280G 280G(b)(2) of the Code), and the net after-tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and benefits to be made to Executive were three times Executive's "base amount" (iias defined in Section 280G(b)(3) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”Code), less $1.00, then any such 280G Payment pursuant to this Agreement (a “Payment”) the aggregate of the amounts constituting the parachute payments shall be reduced to an amount equal to three times Executive's base amount, less $1.00. For purposes of determining the Reduced Amount. The “Reduced Amount” shall "net after-tax amount," the Company will cause to be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking taken into account all applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax excise taxes (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, net of the greater economic benefit notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of the Payment may be subject to the Excise Taxsuch state and local taxes). If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount this Section 10 is determined pursuant to clause occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in payments and/or benefits will occur in the following order: (i) reduction of the preceding sentencecash payments, the reduction if any, which shall occur in reverse chronological order such that the manner cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards other than stock options, if any; (iii) cancellation of accelerated vesting of stock options, if any; and (iv) reduction of other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order such that the “Reduction Method”) payment or benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that results acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the greatest economic benefit for Executivereverse order of the date of grant. If two or more than one method of reduction will result in equity awards or stock options are granted on the same economic benefitdate, the items so reduced each award or stock option will be reduced pro on a pro-rata (basis. Notwithstanding, any excise tax imposed will be solely the “Pro Rata Reduction Method”)responsibility of Executive. In no event shall Executive have any discretion with respect to the ordering of his payment reductions. (b) Notwithstanding any provision of paragraph (a) to Unless the contraryCompany and Executive otherwise agree in writing, if any determination required under this Section 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priorityCompany, the modification shall preserve Company's legal counsel or such other person or entity to which the greatest extent possible, Parties mutually agree (the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause"Firm"), shall whose determination will be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 10, the accounting firm engaged by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 2800 and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Firm such accounting or law firm required information and documents as the Firm may reasonably request in order to be made hereundermake a determination under this Section 10. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Firm may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 10. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “"parachute payment” payments" within the meaning of Section 280G 2800 of the Code, Code and (ii) but for this sentenceSection 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive's severance benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a reduction in severance and other benefit s constituting "parachute payments" is necessary so that benefits are delivered to a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentencelesser extent, the reduction shall will occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as followsfollowing order: (Ai) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basisreduction of cash payments; (Bii) as a second priority, Payments that are cancellation of awards granted "contingent on future events a change in ownership or control" (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Code Section 409A 2800), (iii) cancellation of accelerated vesting of equity awards; (iv) reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the Code shall date of grant of Executive's equity awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be reduced made in writing by the Company 's independent public accountants immediately prior to the Change in Control (or eliminatedthe "Accountants") before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless , whose determination will be conclusive and binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 5, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretation s concerning the Company for general tax compliance purposes as application of Sections 2800 and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive any calculations contemplated by this Section 5. If a reduction in severance and the Company within fifteen (15) calendar days after the date on which Executive’s right other benefits constituting "parachute payments" is necessary so that benefit s are delivered to a 280G Payment becomes reasonably likely to lesser extent, reduction will occur (if requested at that time by Executive or in the Company) or such other time as requested by Executive or the Company.following order: (d1) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion reduction of the Payment cash severance payments; (2) cancellation of accelerated vesting of equity awards; and (3) reduction of continued employee benefits. In the event that the accelerated vesting of equity awards is subject to be cancelled, such vesting acceleration will be cancelled in the Excise Tax, Executive shall promptly return to the Company a sufficient amount reverse chronological order of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentenceExecutive's equity awards' grant dates.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Plan or otherwise (payable to a “280G Payment”) would Participant (i) constitute a “"parachute payment” payments" within the meaning of Section 280G of the CodeCode ("280G Payments"), and (ii) but for this sentenceSection 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then any such the 280G Payment pursuant Payments will be either: (a) delivered in full, or (b) delivered as to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment (after reduction) such benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Participant on an after-tax basis, of the greater economic benefit greatest amount of benefits, notwithstanding that all or some portion of the Payment such benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments is necessary so that no portion of such benefits are subject to the Excise Tax. If a , reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall will occur in the manner following order: (i) cancellation of awards granted "contingent on a change in ownership or control" (within the “Reduction Method”meaning of Code Section 280G); (ii) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced a pro rata reduction of (the “Pro Rata Reduction Method”). (bA) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being cash payments that are subject to taxes pursuant to Section 409A of the Code that would as deferred compensation and (B) cash payments not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition ; (iii) a pro rata reduction of taxes pursuant (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of the Code as follows: (A) accelerated vesting equity awards that are subject to Section 409A as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; deferred compensation and (B) as a second priorityequity awards not subject to Section 409A. In the event that acceleration of vesting of equity awards is to be cancelled, Payments that are contingent on future events (e.g., being terminated without cause), shall such acceleration of vesting will be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within cancelled in the meaning of Section 409A reverse order of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning date of Section 409A grant of the Code. (c) a Participant's equity awards. Unless Executive Participant and the Company otherwise agree on an alternative accounting firm or law firmin writing, the accounting firm engaged any determination required under this Section 5 will be made in writing by the Company for general tax compliance purposes as of the day Company's independent public accountants immediately prior to the effective date of the Change in Control shall perform or such other person or entity to which the foregoing calculationsparties mutually agree (the "Firm"), whose determination will be conclusive and binding upon Participant and the Company. If For purposes of making the accounting firm so engaged calculations required by this Section 5 the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Participant and the Company is serving will furnish to the Firm such information and documents as accountant or auditor for the individual, entity or group effecting the Change Firm may reasonably request in Control, the Company shall appoint a nationally recognized accounting or law firm order to make the determinations required hereundera determination under this Section 5. The Company shall will bear all expenses costs the Firm may incur in connection with respect to the determinations any calculations contemplated by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companythis Section 5. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If Notwithstanding anything contained herein to the contrary, prior to the payment of any payment or benefit Executive will or may receive from amounts pursuant to Section 6(a) hereof, an independent national accounting firm designated by the Company or otherwise (a “the "Accounting Firm") shall compute whether there would be any "excess parachute payments" payable to the Executive, within the meaning of Section 280G Payment”) would of the Internal Revenue Code of 1986, as amended (i) constitute a “the "Code"), taking into account the total "parachute payment” payments," within the meaning of Section 280G of the Code, payable to the Executive by the Company or any successor thereto under this Agreement and (ii) but for this sentenceany other plan, agreement or otherwise. If there would be subject any excess parachute payments, the Accounting Firm will compute the net after-tax proceeds to the Executive, taking into account the excise tax imposed by Section 4999 of the Code Code, if (i) the “Excise Tax”payments hereunder were reduced, but not below zero, such that the total parachute payments payable tot the Executive would not exceed three (3) times the "base amount" as defined in Section 280G of the Code, less One Dollar ($1.00), then any such 280G Payment pursuant to this Agreement or (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (xii) the largest portion of payments hereunder were not reduced. If reducing the Payment that payments hereunder would result in no portion of a greater after-tax amount to the Payment (after reduction) being Executive, such lesser amount shall be paid to the Executive. If not reducing the payments hereunder would result in a greater after-tax amount to the Executive, such payments shall not be reduced. The determination by the Accounting Firm shall be binding upon the company and the Executive subject to the Excise Tax or (yapplication of Section 8(b) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”)hereof. (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would As a result in any portion of the Payment being subject to taxes pursuant to Section 409A uncertainty in the application of the Code that would not otherwise be subject to taxes pursuant to Section 409A Sections 280G of the Code, then it is possible that excess parachute payments will be paid when such payment would result in a lesser after-tax amount to the Reduction Method and/or Executive; this is not the Pro Rata Reduction Methodintent hereof. In such cases, the payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as a loan by the case may beCompany to the Executive. The Executive will return the excess to the Company, shall be modified within fifteen (15) business days of any determination by the Accounting Firm that excess parachute payments have been paid when not so as intended, with interest at an annual rate equal to avoid the imposition of taxes pursuant to rate provided in Section 409A 1274(d) of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments 120% of such rate if the Accounting Firm determines that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of such rate is necessary to avoid an excise tax under Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A 4999 of the Code) from the date the Executive received the excess until it is repaid to the Company. (c) Unless Executive All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by the Company and the Company agree on an alternative accounting firm or law firmshall pay such fees, costs and expenses as they become due. In performing the computations required hereunder, the accounting firm engaged by Accounting Firm shall assume that taxes will be paid for state and federal purposes at the Company for general highest possible marginal tax compliance purposes as rates which could be applicable to the Executive in the year of receipt of the day prior to payments, unless the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companyagrees otherwise. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may Employee would receive from the Company Employer or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y))amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater economic benefit amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a payments or benefits constituting “parachute payments” is necessary so that the Payment is required pursuant to the preceding sentence and equals the Reduced Amount is determined pursuant to clause (x) of the preceding sentenceAmount, the reduction shall occur in the manner following order unless Employee elects in writing a different order (the “Reduction Method”) provided, however, that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise such election shall be subject to taxes pursuant Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to Section 409A be reduced, such acceleration of vesting shall be cancelled in the reverse order of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition date of taxes pursuant to Section 409A grant of the Code as follows: (A) as Employee’s stock awards unless Employee elects in writing a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit different order for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the cancellation. The accounting firm engaged by the Company Employer for general tax compliance audit purposes as of the day prior to the effective date of the Change in Control event that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company Employer is serving as accountant or auditor for the individual, entity or group effecting the Change “change in Controlownership” as described in Section 280G(b)(2)(A)(i) of the Code, the Company Employer shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company Employer shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive Employer and the Company Employee within fifteen (15) calendar days after the date on which ExecutiveEmployee’s right to a 280G Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive Employer or the CompanyEmployee) or such other time as requested by Executive or the Company. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.Employer or

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company event that the severance and other benefits provided for in this Agreement or otherwise (a “280G Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, and (ii) but for this sentenceSection 6, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any Executive’s severance benefits under Section 4 will be either: (a) delivered in full, or (b) delivered as to such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that lesser extent which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode, whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by Executive on an after-tax basis, of the greater economic benefit greatest amount of severance benefits, notwithstanding that all or some portion of the Payment such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Any reduction in a Payment is payments and/or benefits required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (xby this Section 6(b) of the preceding sentence, the reduction shall occur in the manner 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 the Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for the 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. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6 will be made in writing by the Company’s independent public accountants immediately prior to the Change of Control (the “Reduction MethodAccountants”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit), the items so reduced whose determination will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; conclusive and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless binding upon Executive and the Company agree on an alternative accounting firm or law firmfor all purposes. For purposes of making the calculations required by this Section 6, the accounting firm engaged by Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company for general tax compliance purposes as application of Sections 280G and 4999 of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunderCode. The Company shall bear all expenses with respect and Executive will furnish to the determinations by Accountants such accounting or law firm required information and documents as the Accountants may reasonably request in order to be made hereundermake a determination under this Section. The Company shall use commercially reasonable efforts to cause will bear all costs the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together Accountants may reasonably incur in connection with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time any calculations contemplated by Executive or the Company) or such other time as requested by Executive or the Companythis Section 6. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If In the event that any payment or benefit pursuant to this Agreement or otherwise that Executive will would receive in connection with a change in control or may receive from ownership of the Company or otherwise (a “280G Transaction Payment”) would (ia) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (iib) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement the Company shall cause the following: (i) payment in full of the entire amount of the Transaction Payments (a “Full Payment”), or (ii) shall be equal to payment of only a part of the Reduced Amount. The “Reduced Amount” shall be either (x) Transaction Payments so that Executive receives the largest portion payment possible without the imposition of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal ratea “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater economic benefit amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a reduction in a Reduced Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause made, (x) of the preceding sentenceTransaction Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner following order: (the “Reduction Method”1) reduction of cash payments (if any); (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits (if any) paid to Executive; provided that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefiteach case, the items so reduced will reduction of payments and benefits shall be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result implemented in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code a manner that would does not otherwise be subject to taxes pursuant to violate Section 409A of the Code. In the event that acceleration from Executive’s equity awards is to be reduced, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, such acceleration of vesting shall be modified so as to avoid canceled in the imposition of taxes pursuant to Section 409A reverse order of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculationsgrant. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the The Company shall appoint a nationally recognized independent registered public accounting firm, executive compensation consulting firm, or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a 280G Transaction Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive the Company or the CompanyExecutive) or such other time as reasonably requested by Executive the Company or Executive. If firm determines that no Excise Tax is payable with respect to the Company. (d) If Executive receives a Payment for which Transaction Payments, either before or after the application of the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and Amount, it shall furnish the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return Company with an opinion reasonably acceptable to the Company a sufficient amount that no Excise Tax will be imposed with respect to such Transaction Payments. Any good faith determinations of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubtfirm made hereunder shall be final, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentencebinding and conclusive upon Executive.

Limitation on Payments. (a) If any payment or benefit a. In the event that the severance and other benefits provided for in this Agreement to the Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “"parachute payment” payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code, ") and (ii) but for this sentenceSection, would be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then any such 280G Payment pursuant to this Agreement the Executive's severance benefits under Sections 3(a)(ii)(1)-(5) (a “Payment”the "Payments") shall be equal payable either: (i) in full, or (ii) as to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that such lesser amount which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode (the "Limited Payment Amount"), whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)excise tax imposed by Section 4999, results in Executive’s receipt, the receipt by the Executive on an after-tax basis, basis of the greater economic benefit greatest amount of severance benefits under Sections 3(a)(ii)(1)-(4), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments by (i) first reducing or eliminating those payments or benefits which are payable in cash and then (ii) by reducing or eliminating non-cash payments or benefits, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive's rights and entitlements to any benefits or compensation. b. An initial determination as to whether the Payments shall be reduced to the Limited Payment Amount and the amount of such Limited Payment Amount shall be made, at the Company's expense, by the accounting firm that is the Company's independent accounting firm as of the date of the Change in Control (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation, to the Company and Executive within ten (10) days of the Termination Date, if applicable, or such other time as requested by the Company or by Executive (provided Executive reasonably believes that any of the Payments may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contraryand, if the Reduction Method Accounting Firm determines that no Excise Tax is payable by Executive with respect to a Payment or the Pro Rata Reduction Method would result in Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any portion such Payment or Payments. Within ten (10) days of the Payment being delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the "Dispute"). If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and Executive, subject to taxes pursuant to the application of Section 409A 5(c) below. 6 As a result of the Code that would not otherwise be subject to taxes pursuant to Section 409A uncertainty in the application of Sections 4999 and 280 of the Code, then it is possible that the Reduction Method and/or Payments to be made to, or provided for the Pro Rata Reduction Methodbenefit of Executive either will be greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in Section 5(a). If it is established, as pursuant to a final determination of a court of an Internal Revenue Service (the case may be"IRS") proceeding which has been finally and conclusively received, than an Excess Payment has been made, such Excess Payment shall be modified so as deemed for all purposes to avoid be a loan to Executive made on the imposition date Executive received the Excess Payment, which loan Executive must repay to the Company together with interest at the applicable federal rate under Code Section 7872(f)(2); provided that no loan shall be deemed to have been made and no amount will be payable by Executive to the Company unless, and only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Code Section 4999 or generate a refund of taxes tax imposed under Code Section 4999. In the event that it is determined, by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to Section 409A a determination by a court, or (iii) upon the resolution to Executive's satisfaction of the Code as follows: (A) as a first priorityDispute, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on that an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Controlunderpayment has occurred, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses with respect pay an amount equal to the determinations by Underpayment to Executive within ten (10) days of such accounting determination or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculationsresolution, together with detailed supporting documentation, interest on such amount at the applicable federal rate under Code Section 7872(f)(2) from the date such amount would have been paid to Executive and the Company within fifteen (15) calendar days after until the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Companyof payment. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If Notwithstanding any payment other provision of this Agreement, in the event any payments to be made to the Employee under Sections 3.2, 3.3 or benefit Executive will or may 3.4, together with other payments and benefits which Employee has a right to receive from the Company or otherwise (a “280G Payment”) would (i) constitute Company, result in there being a “parachute payment” within the meaning of under Section 280G of the Internal Revenue Code, and (ii) but for this sentencethe “Code”), then such payments shall be subject reduced by the minimum amount necessary to avoid the imposition of the excise tax imposed by (“Excise Tax”) under Section 4999 of the Code Code, provided, however, that no such reduction in such payments shall be made if by not making such reduction, Employee’s Retained Amount (as hereinafter defined) would be greater than Employee’s Retained Amount if such payments are so reduced. All determinations required to be made under this Section 3.5 shall be made by tax counsel selected by the Company and reasonably acceptable to Employee (“Excise TaxTax Counsel”), then which determinations shall be conclusive and binding on Employee and the Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the Company. Prior to any reduction in such 280G Payment payments to Employee pursuant to this Agreement (Section 3.5, Tax Counsel shall provide Employee and the Company with a “Payment”) report setting forth its calculations and containing related supporting information. In the event any such reduction is required, such payments shall be equal to reduced in the Reduced Amount. The “Reduced Amount” shall be either following order: (xi) the largest COBRA Payments, (ii) the Severance Payment, (iii) any other portion of the Payment such payments that would result in no portion of the Payment (after reduction) being are not subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code (other than payments resulting from any accelerated vesting of a Unit Appreciation Rights or under the Equity Incentive Plan, awarded to Employee under this Agreement), (iv) any payments that would not otherwise be are subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: in reverse order of payment, and (Av) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments any portion of such payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of subject to Section 409A and arise from any accelerated vesting of Unit Appreciation Rights or under Equity Incentive Plan, awarded to Employee under this Agreement. “Retained Amount” shall mean the Code shall be reduced present value (or eliminatedas determined in accordance with Sections 280G(b)(2)(A)(ii) before Payments that are not deferred compensation within the meaning of Section 409A and 280G(d)(4) of the Code. (c) Unless Executive of such payments net of all federal, state and the Company agree local taxes imposed on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company shall bear all expenses Employee with respect to the determinations by such accounting or law firm required thereto. In addition, Payments to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged Employee hereunder may be subject to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (modification if requested at that time required by Executive or the Company) or such other time as requested by Executive or the Company’s regulatory authorities. (d) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 3.6(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) Section 3.6(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Limitation on Payments. (a) If any payment or benefit Executive will or may receive from In the Company or otherwise (a “280G Payment”) would event that the severance and other benefits provided for in this Agreement to the Employee (i) constitute a “"parachute payment” payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code, ") and (ii) but for this sentenceSection, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant to this Agreement (a “Payment”the Employee's benefits under Sections 2 and 3(a)(ii) shall be equal payable either: (a) in full, or (b) as to the Reduced Amount. The “Reduced Amount” shall be either such lesser amount (xbut not below zero) the largest portion of the Payment that which would result in no portion of the Payment (after reduction) such severance benefits being subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax under Section 4999 of the PaymentCode or any interest or penalties with respect to such excise tax (such excise tax together with any such interest and penalties are hereafter collectively, referred to as the "Excise Tax"), whichever amount (i.e.of the foregoing amounts, the amount determined by clause (x) or by clause (y)), after taking into account all the applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by the Employee on an after-tax basis, basis of the greater economic benefit greatest amount of severance benefits under Sections 2 and 3(a)(ii), notwithstanding that all or some portion of the Payment such severance benefits may be subject to the Excise Tax. If Unless the Employee shall have given prior written notice specifying a different order to the Company to effectuate the reduction in a Payment is required severance benefits provided for in this Section 5(b), the Company shall reduce or eliminate the severance benefits under Sections 2 and 3(a)(ii) by (i) first reducing or eliminating those payments or benefits which are not payable in cash and (ii) then reducing or eliminating cash payments or benefits, in each case in reverse order beginning with payments or benefits which are to be paid or provided the furthest in time from the Determination (as hereinafter defined). To the extent permitted by law, any notice given by the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Employee's rights and entitlements to any such payments or benefits. Unless the Company and the Reduced Amount is determined pursuant Employee otherwise agree in writing, any determination (the "Determination") required under this 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 subject to clause (x) the application of Section 5(c), below. For purposes of making the preceding sentencecalculations required by this Section 5, the reduction shall occur in Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method application of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A 280G and 4999 of the Code, then . The Company and the Reduction Method and/or Employee shall furnish to the Pro Rata Reduction Method, Accountants such information and documents as the case Accountants may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change reasonably request in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm order to make the determinations required hereundera Determination under this Section 5. The Company shall bear all expenses costs the Accountants may reasonably incur in connection with respect to any calculations contemplated by this Section 5. (c) As a result of the determinations by such accounting or law firm required uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the severance benefits under Sections 2 and 3(a)(ii) to be made hereunder. The Company shall use commercially reasonable efforts to cause to, or provided for the accounting or law firm engaged to make benefit of, the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen Employee will be either greater (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Companyan "Excess Payment") or such other time as requested less (an "Underpayment") than the amounts provided for by Executive or the Companylimitations contained in this Section 5. (di) If Executive receives a Payment for which the Reduced Amount was determined it is established, pursuant to clause (x) a final determination of Section 3.6(a) and the a court or an Internal Revenue Service determines thereafter (the "IRS") proceeding which has been finally and conclusively resolved, that some portion of an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Payment Employee made on the date the Employee received the Excess Payment, which loan the Employee must repay to the Company together with interest at the applicable federal rate under Code Section 7872(f)(2); provided, that no loan shall be deemed to have been made and no amount will be payable by the Employee to the Company unless, and only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to the Excise TaxTax or generate a refund of tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 3.6(a)) so that no portion of the remaining Payment is subject to penalties or interest imposed under the Excise Tax. For . (ii) In the avoidance of doubtevent that it is determined (A) by the Accountants, if the Reduced Amount was determined Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS or (B) pursuant to clause (y) Section 3.6(a)a determination by a court, Executive that an Underpayment has occurred, the Company shall have no obligation to return any portion of the Payment pursuant pay an amount equal to the preceding sentenceUnderpayment to the Employee within ten (10) days after such determination or resolution, together with interest on such amount at the applicable federal rate under Code Section 7872(f)(2) from the date such amount would have been paid to the Employee until the date of payment.