Common use of Section 280G Clause in Contracts

Section 280G. Any provision of the Plan to the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “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 such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.

Section 280G. Any provision (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Plan to Code (such excise tax being the contrary notwithstanding“Excise Tax”); provided, if however, that any payment or benefit a Covered Employee would receive from received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company and its Subsidiaries or an acquiror pursuant to affiliate of Company (collectively, the Plan or otherwise (a “PaymentPayments”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, shall be subject reduced to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment extent necessary so that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may thereof shall be subject to the Excise Tax. If a , but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction in payments was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or benefits constituting is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change of Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Payment equals Excise Tax, and the Higher Amount, reduction will occur Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in the manner that results whole or in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as part. (e) As a result of the operation uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 87, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). The If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will 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 Covered Employee notify Executive and the Company within fifteen of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (15f) calendar days after Executive and the date on which Company will provide the Covered Employee’s right 280G Firm access to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time and copies of any books, records, and documents in their possession as reasonably requested by the Covered Employee or 280G Firm, and otherwise cooperate with the Company280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. Any provision 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Plan to Code (the contrary notwithstanding“Excise Tax”); provided, if however, that any payment or benefit received or to be received by the Employee in connection with a Covered Employee would receive from Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company and its Subsidiaries or an acquiror pursuant to Affiliate (collectively, the Plan or otherwise (a “PaymentPayments”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) but the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this sentencepurpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxesCode, and the Excise Tax (all computed at Company shall pay such reduced amount to the highest applicable marginal rate), results Employee. The 280G Firm shall make reductions required under this Section 14 in Covered Employee’s receipt, on an a manner that maximizes the net after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject amount payable to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as . (d) As a result of the operation uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 814, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). The If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will use commercially reasonable efforts be deemed to cause have been made and no amount will be payable by the accounting Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or law firm engaged to make generate a refund of tax imposed under Section 4999 of the determinations hereunder to provide its calculationsCode. If the 280G determines, together with detailed supporting documentationbased upon controlling precedent or substantial authority, to Covered that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company within fifteen of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (15e) calendar days after The parties will provide the date on which the Covered Employee’s right 280G Firm access to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time and copies of any books, records, and documents in their possession as reasonably requested by the Covered Employee or 280G Firm, and otherwise cooperate with the Company280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. Any provision of the Plan Notwithstanding anything to the contrary notwithstandingin this Agreement, if any payment or benefit a Covered Employee would receive from this Section 6 shall apply in the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”) would event of (i) constitute a “parachute paymentchange in the ownership or effective control” of the Company or (ii) a “change in the ownership of a substantial portion of the assets” of the Company, each within the meaning of Section 280G of the CodeCode (collectively, an “Excise Tax Event”). If an Excise Tax Event is consummated, and as a result any payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (iias defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but for this sentence, not below zero) so that the present value of such total amounts and benefits received by Executive from the Company and its affiliates will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payment will be equal or (b) paid in full, whichever produces the better net after-tax position to the Higher Amount Executive (defined belowtaking into account any applicable Excise Tax and any other applicable taxes). The “Higher Amount” will reduction of payments and benefits hereunder, if applicable, shall be either made in the following order: (x1) by reducing the largest portion amounts of the Payment any payments or benefits that would result in no portion of the Payment being subject not constitute deferred compensation under Section 409A, to the Excise Tax or (y) extent necessary to decrease the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be payments subject to the Excise Tax, as agreed by the Company and Executive; (2) next, by reducing, payments or benefits to be paid in cash hereunder and that constitute deferred compensation under Section 409A in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time); and (3) finally, by reducing any non-cash or in-kind benefit to be provided hereunder and that constitute deferred compensation under Section 409A in a similar order to that described in clause (2). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduction reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in payments or benefits constituting determining if a “parachute paymentspayment” is necessary so exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6 shall require the Payment equals the Higher AmountCompany to be responsible for, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, or have any reduction shall comply liability or obligation with Section 409A including, but not limited respect to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered EmployeeExecutive’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyExcise Tax liabilities.

Section 280G. Any provision of the Plan Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a Covered Employee would receive from Change of Control or the Company and its Subsidiaries or an acquiror termination of Executive’s employment, whether pursuant to the Plan terms of this Agreement or otherwise any other plan, arrangement or agreement) (a all such payments and benefits being hereinafter referred to as the “PaymentTotal Payments”) would not be deductible (iin whole or part) constitute by the Company as a “parachute payment” within the meaning result of Section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in any such other plan, arrangement or agreement), the portion of the Total Payments that do not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced (iiif necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero), with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first; provided, however, that such reduction shall only be made if the amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to the amount of such Total Payments without such reduction (but for this sentenceafter subtracting the net amount of federal, be subject to state and local income taxes on such Total Payments and the amount of the excise tax imposed by under Section 4999 of the Code on such unreduced Total Payments). It is possible that, after the determinations and selections made pursuant to this Section 23, the Executive will receive Total Payments that are, in the aggregate, either more or less than the amount properly determined under this Section 23 (the hereafter referred to as an “Excise TaxExcess Payment” or “Underpayment”, as applicable). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then Executive shall promptly repay the Excess Payment to the Company, together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment will be until the date of such repayment. In the event that it is determined by a court or by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor, upon request of either party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Higher Amount Underpayment to Executive (defined belowbut in any event within ten (10) days of such determination). The “Higher Amount” will be either (x) , together with interest on such amount at the largest portion of applicable federal rate from the Payment that date such amount would result in no portion of the Payment being subject have been paid to the Excise Tax or (y) Executive had the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation provisions of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after 23 not been applied until the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companyof payment.

Section 280G. Any provision of the Plan Notwithstanding anything to the contrary notwithstandingin this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any payment or benefit a Covered Employee would other payments and benefits which Executive has the right to receive from the Company and or any of its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”) affiliates, would (i) constitute a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (iia) reduced (but for this sentence, not below zero) so that the present value of such total amounts and benefits received by Executive from the Company or any of its Affiliates shall be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the “Excise Tax”), then such Payment will be equal better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Higher Amount (defined belowCode and any other applicable taxes). The “Higher Amount” will reduction of payments and benefits hereunder, if applicable, shall be either made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (xbeginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the largest portion amount of the Payment that payments and benefits provided hereunder is necessary (or whether Executive would result in no portion be subject to such excise tax) shall be made at the expense of the Payment being subject Company by a firm of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith prior to the Excise Tax or (y) the largest portion, up to and including the total, consummation of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxeschange in control transaction, and the Excise Tax applicable independent accountants, law firm, or other valuation specialist shall consider the value of Executive’s restrictive covenants (all computed at including the highest applicable marginal rate), results in Covered Employee’s receipt, on an afternon-tax basis, competition restrictions set forth herein) as part of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Taxits analysis. If a reduction reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates used in payments or benefits constituting determining if a “parachute paymentspayment” is necessary so exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 28 shall require the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for Company to provide a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result 4999 of the operation Code. [The remainder of this Section 8. The Company will use commercially reasonable efforts to cause page was left blank intentionally; the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companysignature page follows.]

Section 280G. Any provision a. Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Plan to Code (such excise tax being the contrary notwithstanding“Excise Tax”); provided, if however, that any payment or benefit a Covered Employee would receive from received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company and its Subsidiaries or an acquiror pursuant to affiliate of Company (collectively, the Plan or otherwise (a “PaymentPayments”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, shall be subject reduced to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment extent necessary so that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may thereof shall be subject to the Excise Tax. If a , but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction in payments was made. b. The “net after-tax benefit” shall mean (i) the Payments which Executive receives or benefits constituting is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. c. All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change of Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. d. If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Payment equals Excise Tax, and the Higher Amount, reduction will occur Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in the manner that results whole or in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as part. e. As a result of the operation uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 87, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). The If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will 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 Covered Employee notify Executive and the Company within fifteen (15) calendar days after of that determination, and the date on which Company will promptly pay the Covered Employee’s right amount of that Underpayment to a Payment is triggered (if requested at that time by Executive without interest. f. Executive and the Covered Employee or Company will provide the Company) or such other time 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the Covered Employee or 280G Firm, and otherwise cooperate with the Company280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. Any provision of the Plan (a) Notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, if in the event that any payment or benefit a Covered Employee would receive from received or to be received by the Company and its Subsidiaries or an acquiror Executive (whether pursuant to the Plan terms of this Agreement or otherwise any other plan, arrangement or agreement) (a all such payments and benefits being hereinafter referred to as the “PaymentTotal Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject (in whole or part), to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in any other plan, arrangement or agreement, then such Payment will remaining Total Payments shall be equal reduced, to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment extent necessary so that would result in no portion of the Payment being Total Payments is subject to the Excise Tax or but only if (yi) the largest portionnet amount of such Total Payments, up to as so reduced (and including after subtracting the total, net amount of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxesincome taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes, taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (all computed at b) For purposes of determining whether and the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of extent to which the greater economic benefit notwithstanding that all or some portion of the Payment may Total Payments will be subject to the Excise Tax. If , (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a reduction in payments or benefits constituting “parachute paymentspayment” is necessary so that within the Payment equals meaning of Section 280G(b) of the Higher AmountCode shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, reduction will occur in the manner that results in written opinion of an independent, nationally recognized accounting firm (the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will “Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any Subsidiary non-cash benefit or any stockholder deferred payment or benefit included in the Total Payments shall be liable to any Covered Employee for any amounts not paid as a result determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyCode.

Section 280G. Any provision (i) Notwithstanding any other provisions of this Agreement, in the Plan to the contrary notwithstanding, if event that any payment or benefit a Covered Employee would receive from by the Company and its Subsidiaries or an acquiror otherwise to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the Plan terms of this Agreement or otherwise (a all such payments and benefits, including the payments and benefits under Section 4 of this Agreement, being hereinafter referred to as the “PaymentTotal Payments”) ), would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will the Total Payments shall be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) minimum extent necessary to avoid the largest portion imposition of the Payment that would result in no portion of the Payment being subject to the Excise Tax or on the Total Payments, but only if (yA) the largest portionnet amount of such Total Payments, up to as so reduced (and including after subtracting the total, net amount of the Payment, whichever amount, after taking into account all applicable federal, state and local income and employment taxestaxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes, and employment taxes on such Total Payments and the amount of the Excise Tax to which Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (all computed at ii) The payment reduction contemplated in this Section 8(d) shall be implemented by reducing the highest applicable marginal ratepayments/benefits in the same order as they are received by Employee. If several payments/benefits are received simultaneously and their collective amount exceeds the remaining amount of reduction hereunder, such payments shall be reduced ratably, proportional to their individual amount. (iii) All determinations regarding the application of this Section 8(d) shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), results in Covered Employee’s receiptsubject to the final determination by the Internal Revenue Service or the court of competent jurisdiction if and when such final determination occurs. For purposes of determinations, on an after-tax basis, of the greater economic benefit notwithstanding that all or some no portion of the Payment may Total Payments shall be subject to taken into account which, in the Excise Tax. If opinion of the Accounting Firm (A) does not constitute a reduction in payments or benefits constituting “parachute paymentspayment” is necessary so that within the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method meaning of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result 280G(b)(2) of the operation Code (including by reason of this Section 8280G(b)(4)(A) of the Code) or (B) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. The Company will 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 Covered Employee costs of obtaining such determination and the Company within fifteen all related fees and expenses (15including related fees and expenses incurred in any later audit) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time shall be borne by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.

Section 280G. Any provision of the Plan (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it will be determined that any payment or distribution by the Equity Group to or for the benefit a Covered Employee would receive from the Company and its Subsidiaries of Executive (whether paid or an acquiror payable or distributed or distributable pursuant to the Plan terms of this Agreement or otherwise otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Codewould, and (ii) but for this sentenceif paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment then, prior to the making of any Payments to Executive, a calculation will be equal to the Higher Amount made comparing (defined below). The “Higher Amount” will be either (xi) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an net after-tax basis, benefit to Executive of the greater economic benefit notwithstanding that all or some portion Payments after payment by Executive of the Payment may be Excise Tax, to (ii) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” the amount calculated under clause (i) of the immediately preceding sentence is necessary so that less than the Payment equals amount calculated under clause (ii) thereof, then the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced Payments will be reduced pro rata. Notwithstanding limited to the foregoing, any extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”). (b) The reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation Payments, if applicable, will be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, as determined by the accounting firm that was the Bank’s independent auditor immediately before the Change of Control (the “Determination Firm”). For purposes of this Section 87, present value will be determined in accordance with Section 280G(d)(4) of the Code. The Company For purposes of this Section 7, the “Parachute Value” of a Payment means the present value as of the date of the Change of Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will use commercially reasonable efforts apply to cause such Payment. (c) All determinations required to be made under this Section 7, including whether an Excise Tax would otherwise be imposed, whether the accounting or law firm engaged Payments will be reduced, the amount of the Reduced Amount, and the assumptions to make be utilized in arriving at such determinations, will be made by the determinations hereunder to Determination Firm, which will provide its calculations, together with detailed supporting documentation, calculations both to Covered Employee the Bank and the Company Executive within fifteen (15) calendar business days after the date on which the Covered Employee’s right to receipt of notice from Executive that a Payment is triggered (if requested at that time by the Covered Employee or the Company) due to be made, or such other earlier time as is requested by the Covered Employee Bank. All fees and expenses of the Determination Firm will be borne solely by the Bank. Any determination by the Determination Firm will be binding upon the Bank and Executive. (d) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that amounts will have been paid or distributed by the Equity Group to or for the benefit of Executive that should not have been so paid or distributed (an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Equity Group to or for the benefit of Executive could have been so paid or distributed (an “Underpayment”). In the event that the Determination Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Equity Group or Executive that the Determination Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Equity Group to or for the benefit of Executive will be repaid by Executive to the appropriate member of the Equity Group together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment will be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Determination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the Equity Group to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (e) To the extent requested by Executive, the Bank will cooperate with the Executive in good faith in valuing, and the Determination Firm will take into account the value of, services provided or to be provided by Executive (including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of Parent or the CompanyBank (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

Section 280G. Any Notwithstanding any other provision of this Agreement, in the Plan to event that it shall be determined that the contrary notwithstanding, if any payment aggregate payments or benefit a Covered Employee would receive from distributions by the Company and its Subsidiaries to or an acquiror for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the Plan terms of this Agreement or otherwise (a the “PaymentPayments”) would ), constitute “excess parachute payments” (i) constitute a “parachute payment” within the meaning of as such term is defined under Section 280G of the CodeCode or any successor provision, and the regulations promulgated thereunder (iicollectively, “Section 280G”)) but for this sentence, that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will Payments shall be either (xa) the largest portion of the Payment delivered in full, or (b) delivered to such lesser extent that would result in no portion of the Payment Payments being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after taking into account all the applicable federal, state or local income and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Covered the receipt by Employee’s receipt, 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 payments or benefits constituting “parachute payments” is necessary so In the event that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will Payments are to be reduced pro rata. Notwithstanding pursuant to this Section 5, such Payments shall be reduced such that the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder compensation to be liable provided to any Covered Employee for any amounts not paid as a result of the operation of this Section 85 is minimized. The Company will use commercially reasonable efforts In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to cause the accounting reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 13 shall be performed in good faith by nationally recognized registered public accountants or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time tax counsel selected by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.

Section 280G. Any provision of the Plan Notwithstanding anything to the contrary notwithstandingin this Agreement, if the Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for under this Agreement, together with any payment or benefit a Covered Employee would other payments and benefits which the Executive has the right to receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”) Group, would (i) constitute a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), then the payments and benefits provided for under this Agreement shall be either (iia) reduced (but for this sentence, not below zero) so that the present value of such total amounts and benefits received by the Executive from the Company Group will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the “Excise Tax”), then such Payment will be equal better net after-tax position to the Higher Amount Executive (defined belowtaking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The “Higher Amount” will reduction of payments and benefits hereunder, if applicable, shall be either made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (xbeginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in kind hereunder in a similar order. The determination as to whether any such reduction in the largest portion amount of the Payment that would result payments and benefits provided hereunder is necessary shall be made by the Company in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 Taxgood faith. If a reduction in payments reduced payment or benefits constituting “parachute payments” benefit is necessary so made or provided and through error or otherwise that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic payment or benefit, when aggregated with other payments and benefits from the items so reduced will Company (or its Affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Executive’s base amount, then the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 12 shall require the Company Group to be reduced pro rata. Notwithstanding the foregoingresponsible for, or have any reduction shall comply liability or obligation with Section 409A including, but not limited respect to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result Executive’s excise tax liabilities under Section 4999 of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyCode.

Section 280G. Any provision of the Plan (i) Anything in this Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if any payment or benefit the Accounting Firm determines that Executive would have a Covered Employee greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive from all Agreement Payments to which Executive is entitled hereunder. (ii) If the Accounting Firm determines that the aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 4(i) shall be binding upon the Company and its Subsidiaries Executive and shall be made as soon as reasonably practicable and in no event later than thirty (30) days following the date of termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If a reduction in the Payments is necessary so that the Parachute Value of all Payments equals the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner Executive elects in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation, then the Payments to be reduced will be determined by the Accounting Firm in a manner that enables Executive to retain the greatest aggregate economic benefit as of the day following the Release effective date, and to the extent the economic benefit of Payments is determined to be equivalent, the Payments will be reduced in the reverse order of when they are scheduled to be paid (and, in the case of Payments of equity securities, transferable). All fees and expenses of the Accounting Firm shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or an acquiror distributed by the Company to or for the benefit of Executive pursuant to the Plan this Agreement that should not have been so paid or otherwise distributed (a “PaymentOverpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon the actual assertion of a deficiency by the Internal Revenue Service against either the Company or Executive that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, Executive shall promptly (and in no event later than sixty (60) days following the date on which the Overpayment is determined) pay any such Overpayment to the Company; provided, however, that no amount shall be payable by Executive to the Company if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. If the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (iand in no event later than sixty (60) constitute days following the date on which the Underpayment is determined) by the Company to or for the benefit of Executive. (iv) To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including without limitation Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, including that set forth in Section 6 of this Agreement) before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the regulations under Section 280G of the Code in accordance with Q&A-5(a) of the regulations under Section 280G of the Code, and . (iiv) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below)4(i) definitions. The “Higher Amount” will be either (x) following terms shall have the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit following meanings for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation purposes of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.4(i):

Section 280G. Any provision of (a) Except as otherwise provided in subsection (b) below, in the Plan event that it shall be determined that any right to the contrary notwithstanding, if receive any payment or other benefit a Covered Employee would receive from under this Letter or under any other agreements, arrangements or benefit plans of the Company and or any of its Subsidiaries subsidiaries or an acquiror pursuant Affiliates to or for your benefit (the “Payments”), would not be deductible by the Company or any of its subsidiaries or Affiliates or the person making such payment or distribution or providing such right or benefit as a result of Section 280G of the Code, then, to the Plan extent necessary to make the Payments deductible to the maximum extent possible (but, except as otherwise provided herein, only to such extent and after taking into account any reduction in the Payments relating to Section 280G of the Code under any other plan, arrangement or otherwise (agreement), such right, payment or benefit shall not become vested or paid. For purposes of determining whether any of the Payments would not be deductible as a “Payment”) would (i) constitute a result of Section 280G of the Code and the amount of such disallowed deduction, all Payments will be treated as “parachute paymentpayments” 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 such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as nondeductible, assuming that no portion of any payment to be received by you in connection with the Payment equals Merger would be viewed as “reasonable compensation for personal services” within the Higher Amountmeaning of Section 280G of the Code and the regulations thereunder. All determinations required to be made under this subsection (a), including whether and which of the Payments are required to be reduced, the amount of such reduction will occur and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm selected by the Company (the “Accountants”), provided that such determinations shall be based upon a “more likely than not” standard, and provided further that, for further certainty, the amount by which the Payments shall be reduced, if at all, shall be $1,000 more than the amount determined by the Accountants. Notwithstanding anything in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, foregoing and notwithstanding any reduction shall comply with Section 409A including, but not limited to, the ordering other provision of any such reduction. In no event will the Company, any Subsidiary other agreement or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee arrangement between you and the Company within fifteen or any of its subsidiaries or Affiliates, any reductions made pursuant to this Section 12(a) or pursuant to any similar provision in any other agreement between you and the Company or any of its subsidiaries or Affiliates shall be made in the following order: (15i) calendar days after first, all rights to continued benefits or payments in respect of premium costs under the date on which Company’s group health and welfare plans and all other similar rights to reimbursements or in-kind benefits shall be reduced, beginning with benefits that would be received or paid last in time; (ii) second, all rights to cash severance payments and other similar payments that would be made upon a termination of your employment shall be reduced, beginning with payments that would be made last in time; (iii) third, all rights to payments, vesting or benefits in connection with any restricted stock units with respect to the Covered Employee’s right common stock of the Company held by you shall be reduced; (iv) fourth, all rights to a Payment is triggered payments, vesting or benefits in connection with any options to purchase common stock of the Company shall be reduced; (v) fifth, all rights to payments, vesting or benefits in connection with any stock appreciation rights with respect to the common stock of the Company held by you shall be reduced; and (vi) sixth, all rights to any other payments or benefits shall be reduced, beginning with payments or benefits that would be received last in time. (b) Notwithstanding any other provision of this Letter, the provisions of subsection (a) above shall not apply to reduce the Payments if requested at the Payments that time would otherwise be nondeductible under Section 280G of the Code are disclosed to and approved by the Covered Employee or Company’s stockholders in accordance with Section 280G(b)(5)(B) of the Company) or such other time as requested by the Covered Employee or the CompanyCode and applicable treasury regulations.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (a) If any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control or other transaction (the “Transaction”) from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Transaction 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 such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to Executive, which of the Higher Amount (defined below). The “Higher Amount” will 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 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, after taking the Company shall cause to be taken into account the value of the noncompetition provision set forth in the NDA, 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 Covered Employee’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 Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will shall occur in the manner that results in the greatest economic benefit for a Covered Employeeto Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Transaction Payment shall be reduced pro rata. . (b) Notwithstanding the foregoing, any reduction shall comply with in the event that no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 409A including, but not limited to, 280G of the ordering Code) at the time of any such reduction. In no event will the Change in Control of the Company, any Subsidiary or any stockholder the Company shall cause a vote of shareholders to be liable held to any Covered Employee for any amounts not paid as a result approve the portion of the operation Transaction Payments that exceeds three times Executive’s “base amount” (within the meaning of this Section 8280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. The Reg. §1.280G-1, and Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the Company will use commercially reasonable efforts does not cause a vote of shareholder to cause be held to approve all Excess Parachute Payments, the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee provisions set forth in Section 5.6(a) shall apply. (c) Unless Executive and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time otherwise agree in writing, any determination required under this section shall be made in writing by the Covered Employee or Company’s independent public accountants (the Company) or such other time “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and Executive as requested by the Covered Employee Company or Executive. Executive and the CompanyCompany shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by Executive with the Accountants for tax planning under Sections 280G and 4999 of the Code.

Section 280G. Any provision Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Plan to Code (such excise tax being the contrary notwithstanding"Excise Tax"); provided, if however, that any payment or benefit a Covered Employee would receive from received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company and its Subsidiaries or an acquiror pursuant to affiliate of Company (collectively, the Plan or otherwise (a “Payment”"Payments") that would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Code, and (ii) but for this sentence, shall be subject reduced to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment extent necessary so that would result in no portion of the Payment being thereof shall be subject to the Excise Tax or but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit that would be received by Executive if no such reduction was made. The "net after-tax benefit" shall mean (yi) the largest portion, up Payments which Executive receives or is then entitled to and including receive from the total, Company that would constitute "parachute payments" within the meaning of Section 280G of the PaymentCode, whichever amount, after taking into account less (ii) the amount of all applicable federal, state and local income and employment taxes, income taxes, and taxes payable by Executive with respect to the Excise Tax (all computed foregoing calculated at the highest applicable marginal rateincome tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), results less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in Covered Employee’s receipt(b)(i) above. All determinations under this Section 6 will be made by an accounting firm or law firm (the "280G Firm") that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 6 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. If the 280G Firm determines that one or more reductions are required under this Section 6, on an such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax basisproceeds (with such order, to the extent permitted by Sections 280G and 409A of the greater economic benefit notwithstanding Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that all or some no portion of the Payment may thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. If a reduction Executive shall at any time have the unilateral right to forfeit any equity award in payments whole or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employeepart. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as As a result of the operation uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 86, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the "Overpayments"), or that additional amounts should be paid or distributed to Executive (collectively, the "Underpayments"). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or Executive, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. The Company and Executive will use commercially reasonable efforts provide the 280G Firm access to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculationsand copies of any books, together with detailed supporting documentationrecords, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time documents in their possession as reasonably requested by the Covered Employee or 280G Firm, and otherwise cooperate with the Company280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 6. For purposes of making the calculations required by this Section 6, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. Any provision of the Plan (a) Notwithstanding anything to the contrary notwithstandingherein, if it shall be determined that any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries hereunder or an acquiror pursuant to the Plan under any other plan or agreement or otherwise (a collectively “PaymentPayments”) would (i) constitute a an “excess parachute payment” to the Executive within the meaning of Section 280G of the Code, and (ii) but for this sentence, thus would not be deductible under Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code or any similar tax (the “Excise 280G Tax”), then such Payment will and if and only if the Executive would be equal in a better after-tax position by reducing the Payments, the amounts payable hereunder shall be reduced to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest extent necessary to eliminate any Payments or portion of the Payment that would result in no portion Payments from being non-deductible under Section 280G(b)(1) of the Payment being Code and thereby not subject to the Excise Tax or (y) the largest portion, up to and including the total, excise tax imposed by Section 4999 of the PaymentCode. In such case, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may Payments shall be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary reduced so that the Payment equals total aggregate value of the Higher Amount, reduction will occur in Payments do not exceed 2.99 times the manner that results in total value of the greatest economic benefit Executive’s average annualized compensation for a Covered Employeethe preceding five years. If more than one method of reduction will result in the same economic benefit, Company determines that the items so reduced will be reduced pro rata. Notwithstanding the foregoingPayments constitute “non-qualified deferred compensation” under Section 409A, any reduction in the Payments required to be made pursuant to this Section 8(a) shall comply be made first with respect to Payments payable in cash before being made in respect to any Payments to be provided in the form of benefits or equity award acceleration, and in the form of benefits before being made with respect to equity award acceleration, and in any case, shall be made with respect to such Payments in inverse order of the scheduled dates or times for the payment or provision of such Payments. (b) Any determinations to be made under this Section 409A including, but not limited to, the ordering of any such reduction. In no event will 8 shall be made by the Company’s independent public accountants (the “Accounting Firm”), which firm shall provide its determinations and any Subsidiary or any stockholder supporting calculations both to the Company and to the Executive, and shall be liable to any Covered Employee for any amounts not paid as a result binding upon the Company and the Executive. All fees and expenses of the operation of Accounting Firm in performing the determinations referred to in this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time shall be borne solely by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.

Section 280G. Any (a) Notwithstanding any other provision of this Agreement, in the Plan to the contrary notwithstanding, if event that any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries received or an acquiror to be received by Executive (whether pursuant to the Plan terms of this Agreement or otherwise any other plan, arrangement or agreement) (a all such payments and benefits being hereinafter referred to as the “PaymentTotal Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject (in whole or part), to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in any other plan, arrangement or agreement, then such Payment will remaining Total Payments shall be equal reduced, to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment extent necessary so that would result in no portion of the Payment being Total Payments is subject to the Excise Tax or but only if (yi) the largest portionnet amount of such Total Payments, up to as so reduced (and including after subtracting the total, net amount of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxesincome taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes, taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (all computed at b) For purposes of determining whether and the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of extent to which the greater economic benefit notwithstanding that all or some portion of the Payment may Total Payments will be subject to the Excise Tax. If , (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a reduction in payments or benefits constituting “parachute paymentspayment” is necessary so that within the Payment equals meaning of Section 280G(b) of the Higher AmountCode shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, reduction will occur in the manner that results in written opinion of an independent, nationally recognized accounting firm (the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will “Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any Subsidiary non-cash benefit or any stockholder deferred payment or benefit included in the Total Payments shall be liable to any Covered Employee for any amounts not paid as a result determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyCode.

Section 280G. Any (a) Notwithstanding any other provision of the Plan to the contrary notwithstandingthis Agreement, if it shall be determined that any payment or benefit a Covered Employee would receive from distribution by the Company and or its Subsidiaries affiliated companies to or an acquiror for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the Plan terms of this Agreement or otherwise (a “Payment”) would (iprovided under other plans, agreements or arrangements) constitute a “parachute payment” within the meaning of Parachute Payments that would subject Executive to tax under Section 280G 4999 of the Code, the Company shall direct the Accounting Firm to determine whether Executive will receive the total Parachute Payments or the Reduced Amount. Executive will receive the Reduced Amount if the Reduced Amount results in equal or greater Net After Tax Receipts than the Net After Tax Receipts that would result from Executive receiving the total Parachute Payments. Executive will receive the total Parachute Payments, and Executive will be responsible for the payment of any tax under Section 4999 of the Code, if the total Parachute Payments results in greater Net After Tax Receipts than would result from Executive receiving the Reduced Amount. (iib) but Within fifteen (15) business days of the Company’s direction the Accounting Firm shall provide the Company and Executive its detailed supporting calculations for this sentenceits determination of whether, in accordance with Section 4(a), Executive should receive the Reduced Amount or the total Parachute Payments. If the Accounting Firm determines that the total Parachute Payments should be subject reduced to the excise Reduced Amount, the Accounting Firm shall furnish Executive with a written opinion that failure to report liability for tax imposed by under Section 4999 of the Code would not result in the imposition of a negligence or similar penalty. (c) If the “Excise Tax”)Accounting Firm determines that the total Parachute Payments should be reduced to the Reduced Amount, then such Payment will the total Parachute Payments shall be equal adjusted by first reducing the amount of any Parachute Payments that are not subject to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion Section 409A of the Payment that would result in no portion Code (with the source of the Payment being reduction to be directed by Executive) and then by reducing the amount of any Parachute Payments that are subject to the Excise Tax or (y) the largest portion, up to and including the total, Section 409A of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and Code (with the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, source of the greater economic benefit notwithstanding that all or some portion of the Payment may reduction to be subject to the Excise Tax. If directed by Executive) in a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest best economic benefit for to Executive (or, to the extent economically equivalent, in a Covered Employeepro rata manner). (d) As provided in Section 4(a), it is the intention of the Company and Executive to reduce the total Parachute Payments under this Agreement and any other plan, agreement or arrangement only if the aggregate Net After Tax Receipts to Executive would thereby be increased. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as As a result of the operation uncertainty in the application of this Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm, however, it is possible that amounts will have been paid or distributed to or for the benefit of Executive which should not have been so paid or distributed (an “Overpayment”) or that additional amounts which shall not have been paid or distributed to or for the benefit of Executive should have been so paid or distributed (an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount. If the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which Executive must repay the Company together with interest at the applicable federal rate under Section 87872(f)(2) of the Code; provided, however, that no such loan may be deemed to have been made and no amount shall be payable by Executive to the Company if and to the extent that such deemed loan and payment would not either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of such taxes. The If the Accounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Accounting firm must promptly notify the Company will use commercially reasonable efforts to cause of the accounting or law firm engaged to make amount of the determinations hereunder to provide its calculationsUnderpayment and such amount, together with detailed supporting documentationinterest at the applicable federal rate under Section 7872(f)(2) of the Code, must be paid to Covered Employee and Executive. (e) For purposes of this Agreement, the Company within fifteen (15) calendar days after following terms have the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.indicated definitions:

Section 280G. Any provision (a) In the event that any payments or benefits provided or to be provided by EMPLOYER or any affiliate of the Plan EMPLOYER to the contrary notwithstanding, if any payment EXECUTIVE or for EXECUTIVE’s benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan terms of this Agreement or otherwise (a “PaymentCovered Payments”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the CodeInternal Revenue Code (or any successor provision thereto) (“280G”) and would, and (ii) but for this sentenceSection 7, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then such Payment will be equal prior to making the Covered Payments the parties will, to the Higher Amount extent practicable and reasonable, take such action and execute such documents as may be necessary to ensure that none of the Covered Payments will constitute “parachute payments” within the meaning of 280G, and in the event (but only in the event) it is not practicable and reasonable to take such action and execute such documents or it is not reasonably possible to ensure that none of the Covered Payments will constitute “parachute payments” within the meaning of 280G, then a calculation shall be made comparing (i) the Net Benefit (as defined below). The “Higher Amount” will be either (x) the largest portion to EXECUTIVE of the Payment that would result in no portion Covered Payments after payment of the Payment being subject to the Excise Tax or to (yii) the largest portion, up Net Benefit to and including EXECUTIVE if the total, of Covered Payments are reduced to the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be extent necessary to avoid being subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” Only if the amount calculated under clause (i) above is necessary so that less than the Payment equals amount calculated under clause (ii) above will the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will Payments be reduced pro rata. Notwithstanding to the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In minimum extent necessary to ensure that no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result portion of the operation Covered Payments is subject to the Excise Tax. The term “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 8. The Company will use commercially reasonable efforts to cause 7 shall be made in a manner determined by EMPLOYER that is consistent with the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.requirements of 409A.

Section 280G. Any provision of the Plan Notwithstanding anything to the contrary notwithstandingin this Agreement, if any payment or benefit a Covered Employee would receive from this Section 5.8 shall apply in the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”) would event of (i) constitute a “parachute paymentchange in the ownership or effective control” of the Company or (ii) a “change in the ownership of a substantial portion of the assets” of the Company, each within the meaning of Section 280G of the CodeCode (collectively, an “Excise Tax Event”). If an Excise Tax Event is consummated, and as a result any payments and benefits provided for in this Agreement, together with any other payments and benefits which the Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (iias defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but for this sentence, not below zero) so that the present value of such total amounts and benefits received by the Executive from the Company and its affiliates will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payment will be equal or (b) paid in full, whichever produces the better net after-tax position to the Higher Amount Executive (defined belowtaking into account any applicable Excise Tax and any other applicable taxes). The “Higher Amount” will reduction of payments and benefits hereunder, if applicable, shall be either made in the following order: (x1) by reducing the largest portion amounts of the Payment any payments or benefits that would result in no portion of the Payment being subject not constitute deferred compensation under Section 409A, to the Excise Tax or (y) extent necessary to decrease the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be payments subject to the Excise Tax, as agreed by the Company and the Executive; (2) next, by reducing, payments or benefits to be paid in cash hereunder and that constitute deferred compensation under Section 409A in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time); and (3) finally, by reducing any non-cash or in-kind benefit to be provided hereunder and that constitute deferred compensation under Section 409A in a similar order to that described in clause (2). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduction reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in payments or benefits constituting determining if a “parachute paymentspayment” is necessary so exists, exceeds one dollar ($1.00) less than three times the Executive’s base amount, then the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.8 shall require the Payment equals the Higher AmountCompany to be responsible for, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, or have any reduction shall comply liability or obligation with Section 409A including, but not limited respect to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered EmployeeExecutive’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyExcise Tax liabilities.

Section 280G. Any provision of the Plan Notwithstanding anything to the contrary notwithstandingin this Agreement, Employee expressly agrees that if the payments and benefits provided for in this Agreement or any payment or benefit a Covered other payments and benefits that Employee would has the right to receive from the Company Employers and its Subsidiaries or an acquiror pursuant to their Affiliates (collectively, the Plan or otherwise (a “PaymentPayments”) ), would (i) constitute a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), then the Payments shall be either (a) reduced (but not below zero) so that the present value of the Payments will be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and (ii) but for this sentence, so that no portion of the Payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the “Excise Tax”)better net after-tax position to Employee. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject to Section 409A of the Code in the reverse order in which such Payment will Payments would be equal paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the Higher Amount (defined belowextent necessary, through to such payment or benefit that would be made first in time). The “Higher Amount” will be either (x) professional firm engaged by the largest portion Company for general tax purposes as of the Payment day prior to the date of the event that might reasonably be anticipated to result in Payments that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may otherwise be subject to the Excise Taxexcise tax will perform the foregoing calculations. If a reduction in payments the tax firm so engaged by the Company is serving as accountant or benefits constituting “parachute payments” is necessary so that auditor for the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefitacquiring company, the items so reduced Company will be reduced pro rata. Notwithstanding appoint a nationally recognized tax firm to make the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of determinations required by this Section 86(k). The Company will use commercially reasonable efforts bear all expenses with respect to cause the accounting or law determinations by such firm engaged required to be made by this Section 6(k). The Company and Employee shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make the determinations hereunder to its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company within fifteen and Employee as soon as practicable following its engagement. If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Employers (15or their Affiliates) calendar days after the date on which the Covered used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Employee’s right base amount, then Employee shall immediately repay such excess to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (a) If any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that the Executive would receive in connection with a transaction (the “Transaction”) from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Transaction 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 such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to the Higher Amount (defined below). The “Higher Amount” will be either (x) Executive, which of the largest following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment 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 the 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, after taking the Company shall cause to be taken into account the value of 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 Covered Employee’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 Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will shall occur in the manner that results in the greatest economic benefit for a Covered Employeeto the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Transaction Payment shall be reduced pro rata. . (b) Notwithstanding the foregoing, any reduction shall comply with in the event that no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 409A including, but not limited to280G of the Code) at the time of the Transaction, the ordering Company shall cause a vote of shareholders to be held to approve the portion of the Transaction Payments that equals or exceeds three times (3x) the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1, and the Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all Excess Parachute Payments to such reductionshareholder vote. In no the event will that the CompanyCompany does not cause a vote of shareholder to be held to approve all Excess Parachute Payments, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation provisions set forth in Section 5.7(a) of this Section 8. The Company will use commercially reasonable efforts to cause Agreement shall apply. (c) Unless the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee Executive and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time otherwise agree in writing, any determination required under this section shall be made in writing by the Covered Employee or Company’s independent public accountants (the Company) or such other time “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and the Executive as requested by the Covered Employee Company or the CompanyExecutive. The Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section.

Section 280G. Any provision of the Plan (a) Notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, if (i) to the extent that any payment or benefit a Covered Employee would receive from distribution of any type to or for the Executive by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company and its Subsidiaries or an acquiror pursuant to ownership of a substantial portion of the Plan or otherwise Company’s assets (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 280G”)and the regulations thereunder), or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) constitute “parachute payments” (within the meaning of Section 280G), and if (ii) but for this sentencesuch aggregate would, be subject to if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G) to only three times the Executive’s “base amount” (within the meaning of Section 280G), less $1.00, then (iii) such Payment will Payments shall be equal reduced (but not below zero) if and to the Higher Amount (defined below). The “Higher Amount” will extent necessary so that no Payments to be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject made or benefit to be provided to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may Executive shall be subject to the Excise Tax. All determinations required to be made under this Section 6.2 shall be made by a nationally recognized accounting firm that is (i) not serving as accountant or auditor for the individual, entity or group effecting the Change in Control and (ii) selected by the Company with the consent of the Executive which consent shall not be unreasonably withheld, conditioned or delayed (the “Accounting Firm”), which shall provide detailed supporting calculations (which detailed supporting calculations shall include specific information about each Payment (including the amount of each Payment) and such other information as the Executive shall reasonably request or need to make the determination required of the Executive under this Section 6.2 both to the Company and the Executive within thirty (30) business days after the Termination Date (or such earlier time as is requested by the Company). Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. If a reduction the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Payments which are not payable in cash (other than that portion of the Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits constituting “parachute payments” is necessary so that which are to be paid the Payment equals the Higher Amount, reduction will occur farthest in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companytime.

Section 280G. Any provision Notwithstanding any other provisions of this Agreement or any other agreement between the Plan to Company and the contrary notwithstandingEmployee, if in the event that any payment or benefit received or to be received by the Employee in connection with a Covered Employee would receive from Change in Control or the Company and its Subsidiaries or an acquiror termination of the Employee's employment (whether pursuant to the Plan terms of this Agreement or otherwise any other plan, arrangement or agreement with the Company or any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (a “Payment”all such payments and benefits, including the severance benefits provided hereunder, being hereinafter called "Total Payments") would not be deductible (in whole or part), by the Company, an affiliate or Person making such payment or providing such benefit as a result of section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement), the benefits provided hereunder shall be reduced (if necessary, to zero); provided, however, that, notwithstanding the terms of any other plan or agreement, the Employee may elect to have the benefits payable under any other plan or agreement reduced (or eliminated) prior to any reduction of the benefits payable under this Agreement, which may include, in the case of the Executive Deferred Compensation Agreement, an election to reduce the Employee's Compensation Period under the Executive Deferred Compensation Agreement (without increasing the amount determined under Section 1.1 of the Executive Deferred Compensation Agreement as Employee's Monthly Deferred Compensation Benefit). (i) For purposes of this limitation in the event the Company asserts that the limitation would apply, (a) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have waived at such time and in such manner as not to constitute a “parachute "payment” " within the meaning of Section section 280G(b) of the Code shall be taken into account, (b) no portion of the Total Payments shall be taken into account that, in the opinion of tax counsel ("Tax Counsel") selected by the Employee and reasonably accepted by the Company, does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code, including by reason of section 280G(b)(4)(A) of the Code, (c) the benefits payable under this Agreement shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of section 280G of the Code, in the opinion of Tax Counsel, and (d) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (ii) but for this sentenceIf it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, be subject to notwithstanding the excise tax imposed by Section 4999 good faith of the Code (Employee and the “Excise Tax”Company in applying the terms of this Section 6(F), then such Payment will be equal the Total Payments paid to or for the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment Employee's benefit are in an amount that would result in any portion of such Total Payments being subject to the Excise Tax, then, if such repayment would result in (a) no portion of the Payment remaining Total Payments being subject to the Excise Tax or and (yb) a dollar-for-dollar reduction in the largest portion, up to Employee's taxable income and including the total, wages for purposes of the Payment, whichever amount, after taking into account all applicable federal, state and local income and employment taxes, income taxes, and the Excise Tax Employee shall have an obligation to pay the Company upon demand an amount equal to the sum of (all computed at x) the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, excess of the greater economic Total Payments paid to or for the Employee's benefit notwithstanding over the Total Payments that all could have been paid to or some for the Employee's benefit without any portion of the Payment may be such Total Payments being subject to the Excise Tax. If a reduction ; and (y) interest on the amount set forth in payments or benefits constituting “parachute payments” is necessary so that clause (x) of this sentence at the Payment equals rate provided in section 1274(b)(2)(B) of the Higher Amount, reduction will occur in Code from the manner that results in date of the greatest economic benefit for a Covered Employee. If more than one method 's receipt of reduction will result in such excess until the same economic benefitdate of such payment. (iii) By execution and delivery of this Agreement, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with provisions of Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result 10.4 of the operation of this Section 8. The Company will 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 Covered Employee Executive Deferred Compensation Agreement are hereby superseded and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment such section is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companyhereby declared null and void.

Section 280G. Any provision of the Plan (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit in the event that the Accounting Firm shall determine that receipt of all Payments would subject the Executive to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Covered Employee would receive from Reduced Amount, then the aggregate Agreement Payments shall be reduced to such Reduced Amount. (b) If the Accounting Firm determines that the aggregate Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and its Subsidiaries a copy of the detailed calculation thereof, and the Executive may then elect, in his or an acquiror pursuant her sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount); provided, that the Executive shall not be permitted to the Plan or otherwise (a elect to reduce any Agreement Payment that constitutes “Payment”) would (i) constitute a “parachute paymentnonqualified deferred compensation” within the meaning for purposes of Section 280G 409A of the Code, and shall advise the Company in writing of his or her election within ten days of his or her receipt of notice. If no such election is made by the Executive within such ten day period, the Company shall reduce the Agreement Payments in the following order: (ii1) but by reducing benefits payable pursuant to Section 5(a)(1)(B) of the Agreement and then (2) by reducing amounts payable pursuant to Section 5(a)(2) of the Agreement. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and the Executive and shall be made within 60 days of the Executive’s Date of Termination. In connection with making determinations under this Section 8, the Accounting Firm shall take into account the value of any reasonable compensation for this sentenceservices to be rendered by the Executive before or after the Change in Control, be subject including any non-competition provisions that may apply to the excise tax imposed by Executive and the Company shall cooperate in the valuation of any such services, including any non-competition provisions. (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Excise TaxUnderpayment”), then in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Payment will Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be equal repaid by the Executive to the Higher Amount (defined below). The “Higher Amount” will Company together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either (x) reduce the largest portion amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Payment Code or generate a refund of such taxes. In the event that would result in no portion the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Payment being subject to the Excise Tax or Executive together with Interest. (yd) the largest portion, up to All fees and including the total, expenses of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and Accounting Firm in implementing the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation provisions of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time 8 shall be borne by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.

Section 280G. Any (a) Notwithstanding any other provision of this Agreement or other agreement, contract, or understanding heretofore or hereafter entered into by the Plan Employee with the Company or any Subsidiary, except an agreement, contract, or understanding that expressly addresses Section 280G or Section 4999 of the Code (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the contrary notwithstandingEmployee (including groups or classes of Employees or beneficiaries of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee (a “Benefit Arrangement”), if the Employee is a “disqualified individual,” as defined in Section 280G(c) of the Code, any right to receive any payment or other benefit under this Agreement shall not become due (i) to the extent that such right to payment or benefit, taking into account all other rights, payments, or benefits to or for the Employee under this Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”) would (i) constitute Employee under this Agreement to be considered a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the CodeCode as then in effect (a “Parachute Payment”), and (ii) but for this sentenceif, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of receiving a Parachute Payment, the operation aggregate after-tax amounts received by the Employee from the Company under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Employee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to payment or benefit under this Section 8. The Agreement, in conjunction with all other rights, payments, or benefits to or for the Employee under any Other Agreement or any Benefit Arrangement would cause the Employee to be considered to have received a Parachute Payment under this Agreement that would have the effect of decreasing the after-tax amount received by the Employee as described in clause (ii) of the preceding sentence, then the Employee shall have the right, in the Employee’s sole discretion, to designate those rights, payments, or benefits under this Agreement, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Employee under this Agreement be deemed to be a Parachute Payment. (b) At the time that payments are made under this Agreement, the Company will use commercially reasonable efforts to cause provide the accounting or law firm engaged to make Employee with a written statement setting forth the determinations hereunder to provide its manner in which such payments were calculated and the basis for such calculations, together with detailed supporting documentationincluding any opinions or other advice the Company received from tax counsel, its auditor, or other advisors or consultants (and any such opinions or advice which are in writing will be attached to Covered Employee the statement). All such calculations and opinions shall be binding on the Company and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.

Section 280G. Any provision of the Plan (a) Notwithstanding anything to the contrary notwithstandingherein, if any payment or benefit a Covered Employee would receive from Section 10(b) shall apply in the event that the Company and its Subsidiaries or an acquiror pursuant satisfies the requirement of Section 280G(b)(5)(A)(ii)(I) of the Code. In the event that the Company does not satisfy such requirement, Section 10(c), not Section 10(b), shall apply. (b) Prior to any change described in Section 280G(b)(2)(A)(i) of the Plan or otherwise Code (a “PaymentSection 280G Transaction”) would and in accordance with the requirements of Section 280G(b)(5)(B) of the Code, the Company shall seek, but shall not be required to obtain, approval by its shareholders of any payments, options, awards or benefits (iincluding, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Section 280G Transaction or any person affiliated with the Company or such person (collectively, the “Payments”), that may separately or in the aggregate constitute a “parachute paymentpayments” within the meaning of Section 280G (collectively, the “Potential Parachute Payments”). In the event that the shareholders of the Company do not approve the Employee’s Potential Parachute Payments in accordance with Section 280G(b)(5)(B) of the Code, the Employee will have no right or entitlement to receive or retain, as the case may be, that portion of his Potential Parachute Payments that would otherwise cause any portion of any of his Potential Parachute Payments to be treated as an “excess parachute payment” (within the meaning of Section 280G). (c) In the event that the Employee becomes entitled to receive or receives any Payments and (ii) it is determined that, but for this sentenceSection 10(c), any of the Payments will be subject to the any excise tax imposed by pursuant to Section 4999 of the Code or any similar or successor provision (the “Excise Tax”), then such Payment will be the Company shall pay to the Employee either (i) the full amount of the Payments or (ii) an amount equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) Payments, reduced by the largest minimum amount necessary to prevent any portion of the Payment that would result in no portion Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “Capped Payments”), whichever of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), foregoing amounts results in Covered the receipt by the Employee’s receipt, on an after-tax basis, of the greater economic benefit greatest amount of Payments notwithstanding that all or some portion of the Payment Payments may be subject to the Excise Tax. If For purposes of determining whether an Employee would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by the Employee in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the benefits are to be paid, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of the Employee’s residence on the effective date of the Section 280G Transaction, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Section 68 of the Code and any other limitations applicable to the deduction of state and local income taxes under the Code). (d) All calculations and determinations under this Section 10, including application and interpretation of the Code and related regulatory, administrative and judicial authorities, shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Advisor”). All determinations made by the Tax Advisor under this Section 10 shall be conclusive and binding on both the Company and the Employee, and the Company shall cause the Tax Advisor to provide its determinations and any supporting calculations with respect to the Employee to the Company and the Employee. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services. For purposes of making the calculations and determinations under this Section 10, after taking into account the information provided by the Company and the Employee, the Tax Advisor may make reasonable, good faith assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 10. In the event that Section 10(c) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur its reasonable discretion in the following order: (i) reduction of any Payments that are subject to Section 409A of the Code on a pro-rata basis or such other manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefitcomplies with Code Section 409A, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will as determined by the Company, and (ii) reduction of any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Payments that are exempt from Code Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.409A.

Section 280G. Any provision (1) To provide Employee with adequate protection in connection with his ongoing employment with the Company, this Agreement provides Employee with various benefits in the event of termination of Employee’s employment with the Company. If Employee’s employment is terminated following a “change in control” of the Plan to Company, within the contrary notwithstandingmeaning of Section 280G of the Code, if any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a portion of those benefits could be characterized as “Payment”) would (i) constitute a “excess parachute paymentpayments” within the meaning of Section 280G of the Code. With respect to issues related to excess parachute payments, the parties have agreed as set forth herein. (2) Anything in this Agreement to the contrary notwithstanding, the payments and distributions by the Company or any other person to or for the benefit of Employee (iiwhether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”)) but for this sentence, shall be reduced so that no such Payment shall be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties would be incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then if the Company shall determine that the amount of the Payments that Employee would retain on any after-tax, present value basis would be increased as a result of such Payment will be equal reduction by $5,000 or more. (3) In the event that a reduction in Payments is required pursuant to the Higher Amount immediately preceding paragraph, then, except as provided below with respect to Payments that consist of health and welfare benefits, the reduction in Payments shall be implemented by determining the “Parachute Payment Ratio” (as defined below)) for each Payment and then reducing the Payments in order beginning with the Payment with the highest Parachute Payment Ratio. The For Payments with the same Parachute Payment Ratio, such Payments shall be reduced based on the time of payment of such Payments, with amounts being paid furthest in the future being reduced first. For Payments with the same Parachute Payment Ratio and the same time of payment, such Payments shall be reduced on a pro-rata basis (but not below zero) prior to reducing Payments next in order for reduction. For purposes of this Section, “Higher AmountParachute Payment Ratio” will be either (x) shall mean a fraction, the largest portion numerator of which is the value of the applicable Payment that would result in no portion as determined for purposes of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxesCode Section 280G, and the Excise Tax (all computed denominator of which is the financial present value of such Parachute Payment, determined at the highest applicable marginal ratedate such payment is treated as made for purposes of Code Section 280G (the “Valuation Date”), results in Covered Employee’s receipt, on an after-tax basis, . In determining the denominator for purposes of the greater economic benefit notwithstanding that all or some portion of the Payment may preceding sentence (1) present values shall be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in determined using the same economic benefitdiscount rate that applies for purposes of discounting payments under Code Section 280G; (2) the financial value of payments shall be determined generally under Q&A 12, 13 and 14 of Treasury Regulation 1.280G-1; and (3) other reasonable valuation assumptions as determined by the items so reduced will Company shall be reduced pro rataused. Notwithstanding the foregoing, any reduction Payments that consist of health and welfare benefits shall comply be reduced after all other Payments, with Section 409A including, but not limited to, health and welfare Payments being made furthest in the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companyfuture being reduced first.

Section 280G. Any provision of In the Plan to the contrary notwithstanding, if event it shall be determined that any payment or benefit a Covered Employee would receive from distribution by the Company and or any of its Subsidiaries affiliates to or an acquiror for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the Plan terms of this Agreement or otherwise otherwise) (a the “PaymentTotal Payments”), is or will be subject to the excise tax (the “Excise Tax”) would imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced to the maximum amount that could be paid to Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax benefit to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) benefit to Executive without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the cash payments made pursuant to Section 5(a)(ii) of this Agreement, then to the payment made pursuant to Section 5(a)(iii) of this Agreement, then to any payment made pursuant to Section 5(a)(iv) of this Agreement, then to any payment made pursuant to Section 5(a)(v) of this Agreement, then to the benefits provided pursuant to Section 5(a)(vi) of this Agreement, and then to any other payment that triggers such Excise Tax in the following order: (i) constitute reduction of cash payments; (ii) cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant); (iii) cancellation of accelerated vesting of other equity awards (based on the reverse order of the date of grant); and (iv) reduction of any other payments due to Executive (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All mathematical determinations, and all determinations as to whether any of the Total Payments are “parachute paymentpayments” (within the meaning of Section 280G of the Code), and (ii) but for that are required to be made under this sentenceparagraph, including determinations as to whether the Total Payments to Executive shall be subject reduced to the excise tax imposed Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made at the Company’s expense by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal a nationally recognized accounting firm mutually acceptable to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to Company and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyExecutive.

Section 280G. Any provision (a) In the event that part or all of the Plan consideration, compensation or benefits to be paid to Executive under this Agreement together with the contrary notwithstandingaggregate present value of payments, if any payment or benefit a Covered Employee would receive from the Company consideration, compensation and its Subsidiaries or an acquiror pursuant benefits under all other plans, arrangements and agreements applicable to the Plan or otherwise (a Executive, constitute “Payment”excess parachute payments” under Section 280G(b) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be Code subject to the an excise tax imposed by under Section 4999 of the Code (collectively, the “Excise TaxParachute Amount”) the amount of excess parachute payments which would otherwise be payable to Executive or for Executive’s benefit under this Agreement shall be reduced to the extent necessary so that no amount of the Parachute Amount is subject to an excise tax under Section 4999 (the “Reduced Amount”); provided that such amounts shall not be so reduced if, then without such Payment will reduction, Executive would be equal entitled to the Higher Amount receive and retain, on a net after tax basis (defined belowincluding, without limitation, after any excise taxes payable under Section 4999). The “Higher Amount” will be either (x) the largest portion , an amount of the Payment that would result in no portion of Parachute Amount which is greater than the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, on a net 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 Covered Employee’s receipt, on an after-tax basis, that Executive would be entitled to retain upon receipt of the greater economic benefit notwithstanding that all or some portion Reduced Amount. (b) If the determination made pursuant to Section 9(a) results in a reduction of the Payment may payments that would otherwise be subject paid to Executive except for the Excise Tax. If a application of Section 9(a), such reduction in payments or due under this Agreement shall be first applied to reduce any cash severance payments that Executive would otherwise be entitled to receive hereunder and shall thereafter be applied to reduce other payments and benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the a manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will would not result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with subjecting Executive to additional taxation under Section 409A includingof the Code. Within ten days following such determination, but not limited tolater than thirty days following the date of the event under Section 280G(b)(2)(A)(i), the ordering of any Company shall pay or distribute to Executive or for Executive’s benefit such reduction. In no event will amounts as are then due to Executive under this Agreement and shall promptly pay or distribute to Executive or for his benefit in the Company, any Subsidiary or any stockholder be liable future such amounts as become due to any Covered Employee for any amounts not paid as a result of the operation of Executive under this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyAgreement.

Section 280G. Any provision of the Plan (a) Anything in this Agreement to the contrary notwithstanding, if any payment in the event that the Accounting Firm shall determine that receipt of all Payments would subject the Executive to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Agreement Payments shall be reduced to such Reduced Amount. (b) If the Accounting Firm determines that the aggregate Agreement Payments should be reduced to the Reduced Amount, the Bank or benefit a Covered Employee would receive from the Company shall promptly give the Executive notice to that effect and its Subsidiaries a copy of the detailed calculation thereof, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or an acquiror pursuant reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount); provided, that the Executive shall not be permitted to the Plan or otherwise (a elect to reduce any Agreement Payment that constitutes “Payment”) would (i) constitute a “parachute paymentnonqualified deferred compensation” within the meaning for purposes of Section 280G 409A of the Code, and shall advise the Bank or the Company in writing of the Executive’s election within ten days of the Executive’s receipt of notice. If no such election is made by the Executive within such ten-day period, the Bank or the Company shall reduce the Agreement Payments in the following order: (ii1) but by reducing benefits payable pursuant to Section 5(a)(1)(B) of the Agreement and then (2) by reducing amounts payable pursuant to Section 5(a)(2) of the Agreement. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Bank, the Company and the Executive and shall be made within 60 days of the Executive’s Date of Termination. In connection with making determinations under this Section 8, the Accounting Firm shall take into account the value of any reasonable compensation for this sentenceservices to be rendered by the Executive before or after the Change of Control, be subject including any non-competition provisions that may apply to the excise tax imposed by Executive and the Bank and the Company shall cooperate in the valuation of any such services, including any non-competition provisions. (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Bank or the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Bank or the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Excise TaxUnderpayment”), then in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Bank, the Company or the Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Payment will Overpayment paid or distributed by the Bank or the Company to or for the benefit of the Executive shall be equal repaid by the Executive to the Higher Amount Bank or the Company (defined below). The “Higher Amount” will be either (xas applicable) together with interest at the largest portion applicable federal rate provided for in Section 7872(f)(2) of the Payment Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would result in no portion not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Payment being subject Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Bank or the Company to or for the Excise Tax or (y) the largest portion, up to and including the total, benefit of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed Executive together with interest at the highest applicable marginal rate), results federal rate provided for in Covered Employee’s receipt, on an after-tax basis, Section 7872(f)(2) of the greater economic benefit notwithstanding that all or some portion Code. (d) All fees and expenses of the Payment may Accounting Firm in implementing the provisions of this Section 8 shall be subject to borne by the Excise Tax. If a reduction in payments Bank or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companyapplicable.

Section 280G. Any provision In the event that any payments, distributions, benefits or entitlements of the Plan any type payable to the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “PaymentCIC Benefits”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, and (ii) but for this sentence, paragraph would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s CIC Benefits shall be reduced to such Payment will be equal to lesser amount (the Higher Amount (defined below). The “Higher Reduced Amount” will be either (x”) the largest portion of the Payment that would result in no portion of the Payment such benefits being subject to the Excise Tax or Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of a nationally recognized accounting firm selected by the Company (y) the largest portion“Accountants”), up that without such reduction Employee would be entitled to receive and including the totalretain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the PaymentCode), whichever an amount that is greater than the amount, on a net after taking into account all tax basis, that Employee would be entitled to retain upon receipt of the Reduced Amount. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 5(g) shall be made in writing in good faith by the Accountants. In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the CIC Benefits that are payable in cash and then by reducing or eliminating the non-cash portion of the CIC Benefits, in each case, in reverse order beginning with payments or benefits which are to be paid the furthest in the future; provided, however, that for purposes of the foregoing sequence, any amounts that are payable with respect to equity-based or equity-related awards (whether payable in cash or in kind) shall be deemed to be a non-cash portion of the CIC Benefits. For purposes of making the calculations required by this Section 5(g), the Accountants may make reasonable assumptions and approximations concerning applicable federaltaxes and may rely on reasonable, state good faith interpretations concerning the application of the Code, and local employment taxes, income taxesother applicable legal authority. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably require in order to make a determination under this Section 5(g), and the Excise Tax (Company shall bear the cost of all computed at fees the highest applicable marginal rate), results Accountants charge in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, connection with any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of calculations contemplated by this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company5(g).

Section 280G. Any provision (a) The Executive shall bear all expense of, and be solely responsible for, any Excise Tax (as defined below) imposed on the Executive; provided, however, in the event that the Accounting Firm (as defined below) determines that receipt of all payments or distributions in the nature of compensation to or for the benefit of the Plan Executive, whether paid or payable pursuant to this Agreement or otherwise (the “Payments”) would subject the Executive to tax under Section 4999 of the Code, then, after taking into account any reduction in the Payments provided by reason of Section 280G of the Code in any other plan, arrangement or agreement, the Accounting Firm shall determine whether the Payments shall be reduced to the contrary notwithstandingReduced Amount (as defined below). The Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Net After-Tax Receipt (as defined below) of unreduced aggregate Payments would be equal to or less than one-hundred percent (100%) of the Net After-Tax Receipt of the Reduced Amount. The provisions of this Section 9 shall supersede and control any conflicting Payments adjustment language in the Parachute Limitations provisions in Section 17 of the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan, as amended from time to time, or any similar parachute limitations language in any other plan or agreement applicable to Executive. (b) If the Accounting Firm determines that aggregate Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than five (5) business days following the effective date of the applicable Change in Control, or such later date on which there has been a Payment. The reduction of the Payments, if applicable, shall be made in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards, which will occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other employee benefits, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced; provided, however, that no reduction of a Payment that is nonqualified deferred compensation subject to Section 409A of the Code shall be made to the extent that such reduction would result in any other payment or benefit being deemed a Covered Employee would receive from substitute (within the Company and its Subsidiaries meaning of Section 1.409A-3(f) of the Treasury Regulations) for the forfeited amount by reason of such other payment or an acquiror pursuant benefit having a different time or form of payment. With respect to each of clauses (i)-(iii), in the case of any Payments that constitute deferred compensation subject to Section 409A, the reduction will occur first as to amounts that are not deferred. If two or more of the same type of awards are granted on the same date, each award will have their acceleration of vesting reduced on a pro-rata basis. In no event will the Executive have any discretion with respect to the Plan or otherwise ordering of Payment reductions. All fees and expenses of the Accounting Firm in implementing the provisions of this Section shall be borne by the Company. (a “Payment”c) would For purposes of determining whether and the extent to which the Payments will be subject to the Excise Tax, (i) no portion of the Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Payments shall be taken into account which, in the written opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Payments shall be taken into account which, in the opinion of Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Base Amount (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iiiii) but for the value of any non-cash benefit or any deferred payment or benefit included in the Payments shall be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (d) The Company and the Executive shall provide the Accounting Firm access to copies of any books, records, and documents in their possession as reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this sentenceSection 9. For purposes of making the calculations required by this Section 9, be subject to the excise Accounting Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. (e) For purposes of this Agreement, the term “Accounting Firm” shall mean a nationally recognized accounting firm, or actuarial, benefits or compensation consulting firm (with experience in performing the calculations regarding the applicability of Code Section 280G and of the tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x4999) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and selected by the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right immediately prior to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyChange in Control.

Section 280G. Any provision of the Plan (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if any payment in the event that the Company’s independent public accountants (the “Accountants”) shall determine in good faith that receipt of all payments or benefit a Covered Employee would receive from benefits made or provided by the Company and or its Subsidiaries affiliated companies in the nature of compensation to or an acquiror pursuant to the Plan or otherwise for Employee’s benefit (each, a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code), whether payable or to be provided pursuant to this Agreement or otherwise, and (iiincluding, without limitation, the post-termination payments and benefits provided pursuant to Section 4(d) and the Restricted Stock Award provided pursuant to Section 2, would, but for this sentence, be subject Employee to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended (the “Code”), then such Payment will the Company shall cause to be equal to determined by the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion Accountants in good faith, before any Payments are made, which of the Payment that following two (2) alternative forms of payment would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit aggregate amount of Payments, notwithstanding that all or some portion of the Payment Payments may be subject to the Excise Tax, and shall pay to Employee such greater amount: (1) payment in full of the entire amount of the Payments (a “Full Payment”), or (2) payment of only a part of the Payments so that Employee receives the largest amount of the Payments possible without the imposition of the Excise Tax (a “Reduced Payment”). (b) For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account by the Accountants 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 the Accountants determine that aggregate Payments should be reduced to the Reduced Payment, the Company shall promptly give Employee notice to that effect and a copy of the detailed calculation thereof. If a reduction in Reduced Payment is made, (x) Employee shall have no rights to any additional payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher AmountPayment, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, and (y) any reduction of the Payments shall comply be made in accordance with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as 5(d) below. (c) As a result of the operation uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that Payments will have been made by the Company to or for the benefit of Employee which should not have been so made (“Overpayment”), or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Employee could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Full Payment or the Reduced Payment hereunder, as the case may be. In the event that the Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Employee which the Accountants believe has a high probability of success, determine that an Overpayment has been made, Employee shall pay any such Overpayment to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by Employee to the Company if and to the extent such payment would not either reduce the amount on which Employee is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accountants determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. (d) Any reduction of Payments to the Reduced Payment shall occur in the following order: (i) any cash severance payable by reference to the Employee's Base Salary or Performance Bonus; (ii) any other cash amount payable to the Employee; (iii) any benefit valued as a "parachute payment" (within the meaning of Section 280G of the Code); and (iv) acceleration of vesting of any Restricted Stock Award. (e) Subject to the last sentence of this subsection (e), all determinations made by the Accountants under this Section 85 shall be conclusive and binding upon the Company and Employee for all purposes. All fees and expenses of the Accountants shall be borne solely by the Company. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee will use commercially reasonable efforts furnish to cause the accounting or law firm engaged Accountants such information and documents as the Accountants may reasonably request in order to make determinations under this Section 5. In the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at event that time by the Covered Employee or the Company) Company disagrees with the determination of the Accountants under this Section 5, either the Company or Employee can have such other time as requested by determination reviewed through the Covered Employee or mechanism set forth in Section 8(e). If such mechanism is used, review shall be de novo and no presumption of correctness shall attach to the CompanyAccountants’ determination.

Section 280G. Any provision (i) Notwithstanding any other provisions of the Plan this Agreement to the contrary notwithstandingcontrary, if in the event that it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit a Covered Employee would receive from the Company and its Subsidiaries of Executive, whether paid or an acquiror payable or distributed or distributable pursuant to the Plan terms of this Agreement or otherwise (a the “PaymentPAYMENTS”) ), would (i) constitute a an “excess parachute payment” within the meaning of Section 280G of the Code, and the Company shall reduce (iibut not below zero) but for the aggregate present value of the Payments under this sentence, be subject Agreement to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide Executive with a greater net after-tax amount than would be the case if no reduction was made. The “Higher Amount” will Payments shall be either reduced as described in the preceding sentence only if (xA) the largest portion net amount of the Payment that would result in no portion Payments, as so reduced (and after subtracting the net amount of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxesincome and payroll taxes on the reduced Payments), is greater than or equal to (B) the net amount of the Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes, and payroll taxes on the Payments and the amount of Excise Tax (all computed at as defined below) to which Executive would be subject with respect to the highest applicable marginal rateunreduced Payments), results . Only amounts payable under this Agreement shall be reduced pursuant to this subsection (i). The “REDUCED AMOUNT” shall be an amount expressed in Covered Employee’s receipt, on an after-tax basis, present value that maximizes the aggregate present value of the greater economic benefit notwithstanding that all or some portion of the Payments under this Agreement without causing any Payment may under this Agreement to be subject to the Excise Tax. If a reduction , determined in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply accordance with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result 280G(d)(4) of the operation of this Section 8Code. The Company will use commercially reasonable efforts to cause term “EXCISE TAX” means the accounting or law firm engaged to make excise tax imposed under Section 4999 of the determinations hereunder to provide its calculationsCode, together with detailed supporting documentationany interest or penalties imposed with respect to such excise tax. For purposes of the calculations under this SECTION 3.2(d), the severance payments to Covered Employee be made under this Agreement shall be allocated as consideration for the noncompetition covenant under SECTION 2.3 to the maximum extent allowable under Section 280G of the Code and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companyregulations thereunder.

Section 280G. Any provision (a) The Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Plan to Code (such excise tax being the contrary notwithstanding“Excise Tax”); provided, if however, that any payment or benefit a Covered Employee would receive from received or to be received by the Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company and its Subsidiaries or an acquiror pursuant to affiliate of Company (collectively, the Plan or otherwise (a “PaymentPayments”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, shall be subject reduced to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment extent necessary so that would result in no portion of the Payment being thereof shall be subject to the Excise Tax or but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made. (yb) The “net after-tax benefit” shall mean (i) the largest portion, up Payments which the Executive receives or is then entitled to and including receive from the total, Company that would constitute “parachute payments” within the meaning of Section 280G of the PaymentCode, whichever amount, after taking into account less (ii) the amount of all applicable federal, state and local income and employment taxes, income taxes, and taxes payable by the Excise Tax (all computed Executive with respect to the foregoing calculated at the highest applicable marginal rateincome tax rate for each year in which the foregoing shall be paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), results less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in Covered Employee’s receipt(b)(i) above. (c) All determinations under this Section 9 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by the Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 9 and detailed supporting calculations to both the Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 9, on an such Payments shall be reduced in the order that would provide the Executive with the largest amount of after-tax basisproceeds (with such order, to the extent permitted by Sections 280G and 409A of the greater economic benefit notwithstanding Code, designated by the Executive, or otherwise determined by the 280G Firm) to the extent necessary so that all or some no portion of the Payment may thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to the Executive. If a reduction The Executive shall at any time have the unilateral right to forfeit any equity award in payments whole or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as part. (e) As a result of the operation uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 89, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Executive (collectively, the “Underpayments”). The If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will use commercially reasonable efforts to cause notify the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee Executive and the Company within fifteen of that determination, and the Company will promptly pay the amount of that Underpayment to the Executive without interest. (15f) calendar days after The Executive and the date on which Company will provide the Covered Employee’s right 280G Firm access to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time and copies of any books, records, and documents in their possession as reasonably requested by the Covered Employee or 280G Firm, and otherwise cooperate with the Company280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 9. For purposes of making the calculations required by this Section 9, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. Any provision of the Plan Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if any payment or benefit Executive is a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise "disqualified individual" (a “Payment”as defined in Section 280G(c) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from Company or any other person, would constitute a "parachute payment" (iias defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but for this sentence, not below zero) so that the present value of such total amounts and benefits received by Executive from Company and/or such person(s) will be $1.00 less than three (3) times Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the “Excise Tax”), then such Payment will be equal better "net after-tax position" to Executive (taking into account any applicable excise tax under Section 4999 of the Higher Amount (defined belowCode and any other applicable taxes). The “Higher Amount” will reduction of payments and benefits hereunder, if applicable, shall be either made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (xbeginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the largest portion amount of the Payment that would result in no portion payments and benefits provided hereunder is necessary shall be made applying principles, assumptions and procedures consistent with Section 280G of the Payment Code by an accounting firm or law firm of national reputation that is selected for this purpose by Company (the "280G Firm") (with all such costs borne by Company). In order to assess whether payments under this Agreement or otherwise qualify as reasonable compensation that is exempt from being subject to the Excise Tax or (y) the largest portion, up to and including the total, a parachute payment under Section 280G of the PaymentCode, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at 280G Firm or Company may retain the highest applicable marginal rate), results in Covered Employee’s receipt, on services of an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Taxindependent valuation expert. If a reduction in payments reduced payment or benefits constituting “parachute payments” benefit is necessary so made or provided and through error or otherwise that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic payment or benefit, the items so reduced will when aggregated with other payments and benefits from Company (or its affiliates) used in determining if a "parachute payment" exists, exceeds $1.00 less than three (3) times Executive's base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this paragraph shall require Company to be reduced pro rata. Notwithstanding the foregoingresponsible for, or have any reduction shall comply liability or obligation with Section 409A including, but not limited respect to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result Executive's excise tax liabilities under Section 4999 of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyCode.

Section 280G. Any provision of Notwithstanding any other agreement between the Plan to Combined Company and Executive, in the contrary notwithstanding, if event that any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries benefits provided to Executive (whether made or an acquiror provided pursuant to the Plan this Agreement or otherwise (a “Payment”) would (iotherwise) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code (“Parachute Payments”) and (ii) but for this sentence, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (the “Excise Tax”)Code, then such Payment will Executive shall be equal entitled to the Higher Amount (defined below). The “Higher Amount” will be receive either (xi) the largest full amount of the Parachute Payments, or (ii) the maximum amount that may be provided to Executive without resulting in any portion of the Payment that would result in no portion of the Payment such Parachute Payments being subject to the such Excise Tax or (y) the largest portion, up to and including the total, of the PaymentTax, whichever amountof clauses (i) and (ii), after taking into account all applicable federalFederal, state state, and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Covered Employee’s receiptthe receipt by the Executive, on an after-tax basis, of the greater economic benefit notwithstanding that all or some greatest portion of the Payment may be subject Parachute Payments. Any reduction of the Parachute Payments pursuant to the Excise Taxforegoing shall occur in the following order: (a) any cash payment under any retention bonus agreement or similar agreement, (b) any cash severance payable by reference to Executive’s Base Salary and Annual Bonus; (c) any other cash amount payable to Executive; (d) any benefit valued as a Parachute Payment; and (e) acceleration of vesting of any equity award. If a Such reduction shall be first applied to payments and benefits in each of the forgoing categories in reverse order beginning with the payments or benefits constituting “parachute payments” is necessary so that are to be paid the Payment equals furthest in time from the Higher Amount, reduction will occur date of such determination. Any determination required under this Section 6.14 shall be made in writing by a nationally recognized public accounting firm designated by public accountants of the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Combined Company, whose determination shall be conclusive and binding for all purposes upon the Combined Company and Executive. For purposes of making any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result calculation required by this Section 6.14, such 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 operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyCode.

Section 280G. Any provision of the Plan Notwithstanding anything to the contrary notwithstandingin this Agreement, if Employee is a “disqualified individual” (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the payments and benefits provided for in this Agreement, together with any payment or benefit a Covered other payments and benefits which Employee would has the right to receive from the Company and or any of its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”) affiliates, would (i) constitute a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (iia) reduced (but for this sentence, not below zero) so that the present value of such total amounts and benefits received by Employee from the Company and its affiliates will be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by the Company prior to the change in control (the “Excise TaxAccounting Firm”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion All reasonable fees and expenses of the Payment that would result Accounting Firm shall be borne solely by the Company. Nothing in no portion this Paragraph 20 shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee’s excise tax liabilities under Section 4999 of the Payment being subject to the Excise Tax or (y) the largest portionCode, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companyany.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if If any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that the Executive would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise in connection with a transaction (a “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentenceSection 9, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion Executive, which of the Payment that following two alternative forms of payment would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered EmployeeExecutive’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 the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), and the Company shall pay the Executive the greater of the Full Payment or the 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. If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will shall occur in the manner that results in the greatest economic benefit for a Covered Employeeto the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Transaction Payment shall be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid The independent registered public accounting firm engaged by AFG as a result of the operation day prior to the effective date of the transaction shall make all determinations required to be made under this Section 89. If the independent registered public accounting firm so engaged by AFG is serving as accountant or auditor for the individual, entity or group effecting the transaction, AFG shall appoint a nationally recognized independent registered public accounting firm that is reasonably acceptable to the Executive (and such acceptance shall not be unreasonably withheld) to make the determinations required hereunder. The Company will use commercially shall bear all reasonable efforts expenses with respect to cause the determinations by such independent registered public accounting or law firm required to be made hereunder. The independent registered public accounting firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Covered Employee the Company and the Company Executive within fifteen (15) calendar days after the date on which the Covered EmployeeExecutive’s right to a Transaction Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as reasonably requested by the Covered Employee Company or the CompanyExecutive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Executive.

Section 280G. Any provision of the Plan (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or benefit a Covered Employee Payment would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “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 such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that , then Executive shall be entitled to receive an additional payment equal to the lesser of (i) (x) all Excise Taxes imposed upon any Payment equals plus (y) any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon any amount payable by the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefitCompany pursuant to this Section 5(a) and (ii) $500,000 (such aggregate amount, the items so reduced will “Gross-Up Payment”). (b) All determinations required to be reduced pro rata. Notwithstanding the foregoing, any reduction made under this Section 5 shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will be made by the Company’s then primary outside public accountants or such other nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”), any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to which shall provide its calculations, together with detailed supporting documentation, calculations both to Covered Employee and the Company and Executive within fifteen (15) calendar business days after of the date on which receipt of notice from the Covered Employee’s right Company or the Executive that Executive has become entitled to a Payment is triggered (if requested at that time by the Covered Employee or the Company) Payment, or such other earlier time as is requested by the Covered Employee or Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. In the event that the Excise Tax is subsequently determined by the Internal Revenue Service to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, Executive shall promptly repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined by the Internal Revenue Service, the portion of the prior Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-Up Payment being repaid by the Employee) to the extent that the Gross-Up Payment would not have been paid to the Executive had the revised amount of the Excise Tax (as established by such subsequent determination by the IRS) been applied for the purposes of Section 5(a). Executive shall cooperate, to the extent that his reasonable out-of pocket expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax. Executive shall promptly notify the Company in writing of any claim by any taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment. (c) Any Gross-Up Payment, as determined pursuant to this Section 5, shall be paid by the Company to Executive upon the later of (i) the consummation of the transactions that triggered the Gross-Up Payment and (ii) within five days of the Company’s receipt of the Accounting Firm’s determination; provided that, the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority. Notwithstanding any other provision of this Section 5, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (d) The following terms shall have the following meanings for purposes of this Section 5:

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (a) If any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that the Executive would receive in connection with a Change of Control or other transaction (the “Transaction”) from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “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 such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to the Higher Amount (defined below). The “Higher Amount” will be either (x) Executive, which of the largest following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment 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 the 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, after taking the Company shall cause to be taken into account the value of 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 Covered Employee’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 Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for a Covered Employeeto the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Transaction Payment shall be reduced pro ratarata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any reduction shall comply with portion of the Transaction Payment being subject to taxes pursuant to Section 409A includingthat would not otherwise be subject to taxes pursuant to Section 409A, but not limited tothen the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, will be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the ordering modification will preserve to the greatest extent possible, the greatest economic benefit for the Executive as determined on an after-tax basis; (B) as a second priority, any amounts of the Transaction Payment that are contingent on future events (e.g., being terminated without Cause), will be reduced (or eliminated) before any amounts of the Transaction Payment that are not contingent on future events; and (C) as a third priority, any amounts of the Transaction Payment that are “deferred compensation” within the meaning of Section 409A will be reduced (or eliminated) before any amounts of the Transaction Payment that are not deferred compensation within the meaning of Section 409A. (b) Notwithstanding the foregoing, in the event that no stock of the Parent is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code) at the time of the Change of Control and to the extent allowable pursuant to Treas. Reg. §1.280G-1, the Parent shall cause a vote of shareholders to be held on the portion of the Transaction Payments that equals or exceeds three times (3x) the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1, and the Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all Excess Parachute Payments to such reductionshareholder vote. In no the event will that the CompanyParent does not cause a vote of shareholders to be held on all Excess Parachute Payments or the shareholders do not approve all Excess Parachute Payments, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation provisions set forth in Section 5.7(a) of this Section 8. The Company will use commercially reasonable efforts to cause Agreement shall apply. (c) Unless the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee Executive and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time otherwise agree in writing, any determination required under this section shall be made in writing by the Covered Employee or Company’s independent public accountants (the Company) or such other time “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and the Executive as requested by the Covered Employee Company or the CompanyExecutive. The Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”a) would If (i) constitute a “parachute payment” within the meaning aggregate of all amounts and benefits due to Employee under this Agreement or under any Company plan, program, agreement or arrangement, would, if received by Employee in full and valued under Section 280G of the Code, constitute “parachute payments” as such term is defined in and (ii) but for this sentence, be subject to the excise tax imposed by under Section 4999 280G of the Code (the collectively, “Excise Tax280G Benefits”), then and if (ii) such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portionaggregate would, up to and including the total, of the Payment, whichever amount, after taking into account if reduced by all applicable federal, state and local employment taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code, be less than the amount Employee would receive, after all taxes, income taxes, and if Employee received aggregate 280G Benefits equal (as valued under Section 280G of the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Code) to only three times Employee’s receipt“base amount”, on an after-tax basis, as defined in and under Section 280G of the greater economic benefit notwithstanding that all or some portion Code, less $1.00, then (iii) such cash 280G Benefits (in reverse order of the Payment may be subject maturity, to the Excise Tax. If a extent that the reduction in payments of such cash 280G Benefits can achieve the intended result) shall be reduced or benefits constituting “parachute payments” is eliminated to the extent necessary so that the Payment equals 280G Benefits received by Employee will not constitute parachute payments. The determinations with respect to this Section 19(a) shall be made by an independent auditor (the Higher Amount“Auditor”) paid by the Company. The Auditor shall be the Company’s regular independent auditor unless Employee reasonably objects to the use of that firm, reduction in which event the Auditor will occur be a nationally recognized firm chosen by the parties hereto. (b) It is possible that, after the determinations and selections made pursuant to Section 19(a), Employee will receive 280G Benefits that are, in the manner that results in aggregate, either more or less than the greatest economic benefit for a Covered Employeeamount provided under Section 19(a) (hereafter referred to as an “Excess Payment” or “Underpayment”, respectively). If more than one method it is established, pursuant to a final determination of reduction will result in a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, Employee shall promptly repay the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will Excess Payment to the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid together with interest on the Excess Payment at the applicable federal rate (as a result defined in and under Section 1274(d) of the operation Code) from the date of this Section 8Employee’s receipt of such Excess Payment until the date of such repayment. The In the event that it is determined (x) by a court or (y) by the Auditor upon request by any of the parties hereto, that an Underpayment has occurred, the Company will use commercially reasonable efforts shall promptly pay an amount equal to cause the accounting or law firm engaged Underpayment to make the determinations hereunder to provide its calculationsEmployee, together with detailed supporting documentation, to Covered Employee and interest on such amount at the Company within fifteen (15) calendar days after applicable federal rate from the date on which such amount would have been paid to Employee had the Covered Employee’s right to a Payment is triggered (if requested at that time by provisions of Section 19(a) not been applied until the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companydate of payment.

Section 280G. Any provision of the Plan (a) Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary notwithstandingcontrary, if in the event that any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries received or an acquiror to be received by Executive (whether pursuant to the Plan terms of this Agreement or otherwise any other plan, arrangement or agreement) (a “Payment”all such payments and benefits, the "Total Payments") would not be deductible (iin whole or in part) constitute by the Company or any of its subsidiaries or Affiliates making such payment or providing such benefits as a “parachute payment” within the meaning result of Section 280G of the Code, and (ii) but for this sentencethen, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then extent necessary to make such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no Total Payments deductible, the portion of the Payment Total Payments that do not constitute deferred compensation within the meaning of Section 409A shall first be reduced (if necessary, to zero) in accordance with Section 409A, and all other Total Payments shall thereafter be reduced (if necessary, to zero) in accordance with Section 409A with cash payments being subject reduced before non-cash payments, and payments to the Excise Tax or be paid last being reduced first, but only if (yi) the largest portionnet amount of such Total Payments, up to as so reduced (and including after subtracting the total, net amount of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxesincome taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes, taxes on such Total Payments and the amount of Excise Tax to which the Eligible Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (all computed at the highest applicable marginal rate)b) For purposes of this limitation, results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some (i) no portion of the Payment may Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of Section 280G(b) of the Code shall be subject taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the Excise Tax. If Change in Control, the Company's independent auditor (the "Auditor"), does not constitute a reduction in "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code; (iii) the severance payments or benefits constituting “parachute payments” is payable to Executive pursuant to Section 5 hereof shall be reduced only to the extent necessary so that the Payment equals Total Payments (other than those referred to in clauses (i) or (ii) of this paragraph) in their entirety constitute reasonable compensation for services actually rendered within the Higher Amountmeaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of Section 280G of the Code, reduction will occur in the manner that results opinion of Tax Counsel; and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the greatest economic benefit for a Covered Employee. If more than one method Total Payments shall be determined by the Auditor in accordance with the principles of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result Sections 280G(d)(3) and (4) of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyCode.

Section 280G. Any If the Employee is a “disqualified individual,” as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”), then, notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Plan Employee with the Company (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the contrary notwithstandingEmployee (including groups or classes of employees or beneficiaries of which the Employee is a member), if whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee (a “Benefit Arrangement”), any right to exercise, vesting, payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan Employee under this Agreement, any Other Agreement and/or any Benefit Arrangement shall be reduced or otherwise (a “Payment”) eliminated to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Employee under this Agreement, all Other Agreements, and all Benefit Arrangements, would (i) constitute cause any exercise, vesting, payment or benefit to the Employee under this Agreement to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by the Employee from the Company under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Employee without causing any such payment or benefit to be considered a Parachute Payment. (i) Such reduction or elimination will be calculated so that the amount received by Employee that is subject to Section 280G of the Code will be reduced to an amount that is three times Employee’s “base amount” (defined in Section 280G(b)(3) of the Code), and less one dollar. (ii) but for this sentence, The Company shall accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be subject to made furthest in the excise tax imposed by Section 4999 of the Code (the “Excise Tax”future being reduced first), then such Payment will be equal to the Higher Amount by reducing or eliminating any accelerated vesting of performance awards, then by reducing or eliminating any accelerated vesting of options or stock appreciation rights, then by reducing or eliminating any accelerated vesting of restricted stock or stock units, then by reducing or eliminating any other remaining Parachute Payments. (defined below). The “Higher Amount” will be either (xiii) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, if any reduction shall comply with Section 409A including, but not limited toamount payable to the Employee could be deemed a Parachute Payment, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will use commercially reasonable its best efforts to cause obtain shareholder approval of the accounting payments to Employee under this Agreement, any Other Agreement or law firm engaged any Benefit Arrangement that is described in Section 280G(5)(B) of the Code in a manner intended to make satisfy all applicable requirements of Section 280G(b)(5)(B) of the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee Code and the Company within fifteen (15) calendar days after Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyTreasury Regulations.

Section 280G. Any provision of the Plan (a) Anything in this Award Agreement to the contrary notwithstanding, if in the event that any compensation, payment or benefit a Covered Employee would receive from distribution by the Company and its Subsidiaries to or an acquiror for the benefit of Awardee (the “Payments”), whether paid or payable or distributed or distributable pursuant to the Plan terms of this Award Agreement or otherwise (a “Payment”) otherwise, 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, the following provisions shall apply: i. If the Payments, reduced by the sum of (A) the “Excise Tax”)Tax and (B) the total of the federal, then such Payment will be state, and local income and employment taxes payable by Awardee on the amount of the Payments which are in excess of the Threshold Amount, are greater than or equal to the Higher Threshold Amount, Awardee shall be entitled to the full benefits payable under this Award Agreement. ii. If the Threshold Amount (defined below). The “Higher Amount” will be either is less than (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or Payments, but greater than (y) the largest portion, up to and including Payments reduced by the total, sum of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and (A) the Excise Tax and (all computed at B) the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, total of the greater economic benefit notwithstanding that all or some portion federal, state, and local income and employment taxes on the amount of the Payment may Payments which are in excess of the Threshold Amount, then the benefits payable under this Award Agreement shall be subject reduced (but not below zero) to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is extent necessary so that the Payment equals sum of all Payments shall not exceed the Higher Threshold Amount. In such event, reduction will occur the Payments shall be reduced in the manner that results in following order: (1) equity awards with performance-based vesting; and (2) equity awards with time-based vesting. To the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in extent any payment is to be made over time, then the same economic benefit, the items so reduced will payments shall be reduced pro rata. Notwithstanding in reverse chronological order. (b) For the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation purposes of this Section 8. The Company will use commercially reasonable efforts to cause , “Threshold Amount” shall mean three times Awardee’s “base amount” within the accounting or law firm engaged to make meaning of Section 280G(b)(3) of the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee Code and the Company within fifteen regulations promulgated thereunder less one dollar (15) calendar days after $1.00); and “Excise Tax” shall mean the date on which excise tax imposed by Section 4999 of the Covered Employee’s right Code, and any interest or penalties incurred by Awardee with respect to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companyexcise tax.

Section 280G. Any provision (a) In the event that you become entitled to receive severance payments and benefits under this Agreement, or you become entitled to receive any other amounts in the “nature of the Plan to the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise compensation” (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the CodeCode and the regulations promulgated thereunder (“Section 280G”)) pursuant to any other plan, arrangement or agreement with the Company, with any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or with any person affiliated with the Company or such person, in each case as a result of such change in ownership or effective control (collectively, the “Company Payments”), and (ii) but for this sentence, such Company Payments would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company Payments shall be reduced (such Payment will be equal to reduction, the Higher “Cutback”) such that the Parachute Value (as defined below) of all Company Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, the Company Payments shall be so reduced only if the Accounting Firm (as defined below) determines that you would have a greater Net After-Tax Receipt (as defined below) of aggregate Company Payments if the Company Payments were so reduced. If the Accounting Firm determines that you would not have a greater Net After-Tax Receipt of aggregate Company Payments if the Company Payments were so reduced, you shall receive all Company Payments to which you are entitled. You shall be solely liable for any Excise Tax. To the extent the Cutback applies, the Company Payments shall be reduced in the following order: first, the reduction of cash payments not attributable to long-term incentive awards that vest on an accelerated basis; second, the cancelation of accelerated vesting of long-term incentive awards; third, the reduction of employee benefits; and fourth, any other “parachute payments” (as defined in Section 280G). (b) To the extent requested by you, the Company shall comply cooperate with Section 409A you in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by you (including, but without limitation, your agreeing to refrain from performing services pursuant to a covenant not limited toto compete or similar covenant, before, on or after the ordering date of any such reduction. In no event will the Company, any Subsidiary a change in ownership or any stockholder be liable to any Covered Employee for any amounts not paid as a result control of the operation Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. (c) The following terms shall have the following meanings for purposes of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.V:

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (a) If any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that you would receive in connection with an Acquisition from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Transaction Payment”) would (ia) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentenceSection 12, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will the Company shall cause to be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion determined, before any amounts of the Transaction Payment that are paid to you, which of the following two alternative forms of payment would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s your 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. If : (1) payment in full of the entire amount of the Transaction Payment (a reduction in payments “Full Payment”), or benefits constituting “parachute payments” is necessary (2) payment of only a part of the Transaction Payment so that you receive the Payment equals largest payment possible without the Higher Amount, reduction will occur in imposition of the manner that results in the greatest economic benefit for Excise Tax (a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata“Reduced Payment”). Notwithstanding the foregoing, any reduction at your election and in lieu of the foregoing, if you execute a waiver of the portion of such excess parachute payment such that all non-waived payments would not be subject to the Excise Tax, the Company shall comply agree to seek approval of its stockholders in a manner that complies with Section 409A including, but not limited to2800(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1 such that if such stockholder approval is obtained, the ordering waived payments shall be restored. “Acquisition” shall mean a change in the ownership or control of any such reduction. In no event will the Company or a change in the ownership of a substantial portion of the assets of the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid in each case as a result of the operation of this determined under Section 8. The Company will 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 Covered Employee 280G and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyTreasury Regulations thereunder.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (a) If any payment or benefit a Covered Employee (including payments and benefits pursuant to the Agreement) that Executive would receive in connection with a Change in Control from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “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 such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to Executive, which of the Higher Amount (defined below). The “Higher Amount” will 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 Transaction Payments notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment being may be subject to the Excise Tax Tax: (1) payment in full of the entire amount of the Transaction Payments (a “Full Payment”), or (y2) payment of only a portion of the Transaction Payments 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, after taking the Company shall cause to be taken into account all applicable federal, state state, local and local foreign income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, net of the greater economic benefit notwithstanding that all or some maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the forfeited portion of the Payment may be subject to the Excise Tax. If a Full Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered EmployeeExecutive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, if such reduction would result in any reduction shall comply with portion of the Transaction Payments being subject to penalties pursuant to Section 409A includingthat would not otherwise be subject to such penalties, but then the reduction method shall be modified so as to avoid the imposition of penalties pursuant to Section 409A as follows: (A) Transaction Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Transaction Payments that are not limited to, contingent on future events; and (B) Transaction Payments that are “deferred compensation” within the ordering meaning of Section 409A shall be reduced (or eliminated) before Transaction Payments that are not deferred compensation within the meaning of Section 409A. In the event that acceleration of vesting of any equity compensation awards is to be reduced, such reductionacceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company, any Subsidiary Company or any stockholder be liable to any Covered Employee Executive for any amounts not paid as a result of the operation of this Section 8provision. (b) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Exhibit B. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company will use commercially reasonable efforts shall bear all expenses with respect to cause the accounting or law determinations by such professional firm required to be made hereunder. (c) The professional firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company and Executive within fifteen (15) calendar days a reasonable period after the date on which the Covered EmployeeExecutive’s right to a Transaction Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as reasonably requested by the Covered Employee Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive. (d) Notwithstanding the foregoing, if the Company is privately held as of immediately prior to a Change in Control and it is deemed necessary by the Company to avoid any potential imposition of the adverse tax results provided for by Sections 280G and 4999 of the Code, then as a further condition to any payment or benefit provided for in the Agreement or otherwise, the Company may require Executive to submit any payment or benefit provided for in the Agreement or from any other source that the Company reasonably determines may constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) for approval by the Company’s stockholders prior to the Closing of the Change in Control in the manner required by the terms of Section 280G(b)(5)(B) of the Code, so that no payments or benefits will be deemed to constitute a “parachute payment” subject to the excise taxes under Sections 280G and 4999 of the Code.

Section 280G. Any provision of the Plan Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it shall be determined that any payment or benefit a Covered Employee would receive from distribution by the Company and or any of its Subsidiaries affiliated companies to or an acquiror for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the Plan terms of this Agreement or otherwise otherwise) (a “Payment”) would (i) constitute a “be an excess parachute payment” payment within the meaning of Section 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 such excess only, an “Excise TaxExcess Payment”), then the Employee shall forfeit all Excess Payments if the after-tax value to Employee of the Payments as reduced by such Payment will forfeiture would be equal greater than the after-tax value to Employee of the Higher Amount Payments absent such forfeiture. The forfeiture of Excess Payments, if applicable, shall be applied by: (defined belowi) first reducing the cash Severance Benefits (with cash Severance Benefits having different payment terms being reduced on a pro-rata basis); (ii) then cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant); (iii) then cancellation of accelerated vesting of other equity awards (based on the reverse order of the date of grant); and (iv) finally reduction of any other benefits or payments due to Employee (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). The “Higher Amount” will All determinations required to be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxesmade under this Section 6, and the Excise Tax assumptions to be utilized in arriving at such determination, shall be made by a major accounting firm with expertise in such matters designated by the Company (all computed at the highest applicable marginal rate“Accounting Firm”), results in Covered Employee’s receipt, on an after-tax basis, which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the greater economic benefit notwithstanding receipt of notice from Employee that all or some portion of the Payment may be subject to the Excise Tax. If there has been a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher AmountPayment, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other earlier time as is requested by the Covered Employee or Company. Any determination by the Accounting Firm shall be binding upon the Company and Employee. All fees and expenses of the Accounting Firm for services performed pursuant to this Section 6 shall be borne solely by the Company.

Section 280G. Any provision If it is determined that the amounts payable to your under this Agreement, when considered together with any other amounts payable to you as a result of a Change of Control (collectively, the Plan to the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “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 such Payment will shall be equal to the Higher Amount (defined below)Reduced Amount. The “Higher Reduced Amount” will shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s your 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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Reduced Amount, reduction will shall occur in the manner following order: reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that results acceleration of vesting of stock option compensation is to be reduced, such acceleration of vesting shall be cancelled in the greatest economic benefit reverse order of the date of grant. The accounting firm engaged by the Company for a Covered Employeegeneral audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If more than one method the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of reduction will result in the same economic benefitControl, the items so reduced will be reduced pro rata. Notwithstanding Company shall appoint a nationally recognized accounting firm to make the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8determinations required hereunder. The Company will use commercially reasonable efforts shall bear all expenses with respect to cause the determinations by such accounting or law firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Covered Employee you and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s your right to a Payment is triggered (if requested at that time by the Covered Employee you or the Company) or such other time as requested by the Covered Employee you or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company, except as set forth below. If, notwithstanding any reduction described in this Section 7, the IRS determines that you are liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then you shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that you challenge the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if any, as shall be required to be paid to the Company so that your net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in your net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, you shall pay the Excise Tax. Notwithstanding any either provision of this Section 7, if (i) there is a reduction in the payment of benefits as described in this section, (ii) the IRS later determines that you are liable for the Excise Tax, the payment of which would result in the maximization of your net after-tax proceeds (calculated as if your benefits had not previously been reduced), and (iii) you pay the Excise Tax, then the Company shall pay to you those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after you pays the Excise Tax so that your net after-tax proceeds with respect to the payment of benefits is maximized.

Section 280G. Any provision of (i) In the Plan to event that (i) the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company severance and its Subsidiaries or an acquiror pursuant to the Plan other benefits provided for in this Agreement or otherwise payable or provided to Executive but determined without regard to any additional payments required by this Section 6(h) (a collectively, the “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 and the regulations issued thereunder (the “Excise Tax”) and (ii) the value of the Payment (as determined in accordance with Section 280G of the Code and the regulations issued thereunder (collectively referred to as “Section 280G”)) exceeds three (3) times Executive’s “base amount” (within the meaning of Section 280G) (such three times amount referred to as Executive’s “280G Threshold”) by the greater of Fifty Thousand Dollars ($50,000) or ten percent (10%) of Executive’s 280G Threshold, then Executive shall be paid an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive after deduction of the Excise Tax, and any federal, state and local income and employment tax and excise tax imposed upon the Gross-Up Payment will shall be equal to the Higher Amount (defined below)Payment. The “Higher Amount” will be either (x) In the largest portion event that the value of the Payment (as determined in accordance with Section 280G) does not exceed Executive’s 280G Threshold by the greater of Fifty Thousand Dollars ($50,000) or ten percent (10%) of Executive’s 280G Threshold, the Payment shall be reduced to an amount equal to Executive’s 280G Threshold less $1 so that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may shall be subject to the Excise Tax. (ii) Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(h) will be made in writing by a national accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. If For purposes of making the calculations required by this Section 6(h) the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and Section 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(h). Any reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will required by this Section 6(h) shall occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method following order: (1) reduction of cash payments, (2) reduction will result in the same economic benefitof equity acceleration (full-value awards first, the items so reduced will be reduced pro ratathen stock options), and (3) reduction of other benefits paid or payable to Executive. Notwithstanding anything to the foregoingcontrary herein, any such reduction shall be structured in a manner intended to comply with Section 409A including409A. In the event that acceleration of vesting of equity awards is to be reduced, but not limited to, such acceleration of vesting shall be cancelled in the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result reverse order of the operation date of this Section 8grant for Executive’s equity awards. The Company will use commercially reasonable efforts to cause shall bear all costs that 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time any calculations contemplated by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companythis Section 6(h).

Section 280G. Any provision of the Plan to the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”) would (i) Notwithstanding anything contained in this Agreement to the contrary, in the event that the benefits provided by this Agreement, together with all other payments and the value of any benefits received or to be received by Executive (the “Payments”), constitute a “parachute paymentpayments” (within the meaning of Section 280G of the Code), and (ii) and, but for this sentenceSection 7(a)(i), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will the Payments shall be equal made to the Higher Amount (defined below). The “Higher Amount” will be Executive either (xi) the largest portion of the Payment that in full or (ii) as to such lesser amount as which would result in no portion of the Payment Payments being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Covered Employee’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 Payments may be subject to the Excise Tax. If Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate any reduction in contemplated by the preceding sentence, the Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits constituting “parachute payments” is necessary so which are not payable in cash, 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. (ii) Unless the Company and Executive otherwise agree in writing, an initial determination as to whether the Payments shall be reduced and the amount of such reduction shall be made, at the Company’s expense, by an accounting firm that the Payment equals Company selects (the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8“Accounting Firm”). The Company will use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to Accounting Firm shall provide its calculationsdetermination (the “Determination”), together with detailed supporting calculations and documentation, to Covered Employee and the Company and Executive within fifteen twenty (1520) calendar days after of the date on which the Covered Employee’s right to a Payment is triggered (Date of Termination, if requested at that time by the Covered Employee or the Company) applicable, or such other time as requested by the Covered Employee Company or by Executive (provided Executive reasonably believes that any of the CompanyPayments may be subject to the Excise Tax). Within ten (10) days of the 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.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (a) If any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that the Executive would receive in connection with a Change of Control or other transaction (the “Transaction”) from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Transaction 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 such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to the Higher Amount (defined below). The “Higher Amount” will be either (x) Executive, which of the largest following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment 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 the 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, after taking the Company shall cause to be taken into account the value of 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 Covered Employee’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 Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will shall occur in the manner that results in the greatest economic benefit for a Covered Employeeto the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Transaction Payment shall be reduced pro rata. . (b) Notwithstanding the foregoing, any reduction shall comply with in the event that no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 409A including, but not limited to, 280G of the ordering Code) at the time of any such reduction. In no event will the Change of Control of the Company, any Subsidiary or any stockholder the Company shall cause a vote of shareholders to be liable held to any Covered Employee for any amounts not paid as a result approve the portion of the operation Transaction Payments that equals or exceeds three times (3x) the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1, and the Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be held to approve all Excess Parachute Payments, the provisions set forth in Section 5.7(a) of this Section 8. The Company will use commercially reasonable efforts to cause Agreement shall apply. (c) Unless the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee Executive and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time otherwise agree in writing, any determination required under this section shall be made in writing by the Covered Employee or Company’s independent public accountants (the Company) or such other time “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and the Executive as requested by the Covered Employee Company or the CompanyExecutive. The Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section.

Section 280G. Any provision (a) If there is a change of ownership or effective control or change in the ownership of a substantial portion of the Plan to assets of the contrary notwithstanding, if Company (within the meaning of Section 280G of the Code) (a “280G CIC”) and any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that the Executive would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to the Higher Amount (defined below). The “Higher Amount” will be either (x) Executive, which of the largest following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment being may be subject to the Excise Tax Tax: (A) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (yB) payment of only a part of the Transaction Payment so that the Executive receives the largest portion, up to and including payment possible without the total, imposition of the Excise Tax (a “Reduced Payment”, and the Executive shall be entitled to payment of whichever amount that shall result in a greater after-tax amount for the Executive. For purposes of determining whether to make a Full Payment or a Reduced Payment, whichever amount, after taking the 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 Covered Employee’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 Reduced Payment is made, the reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results following order: (1) first, reduction of cash payments, in reverse order of scheduled payment date (or if necessary, to zero), (2) then, reduction of non-cash and non-equity benefits provided to the Executive, on a pro rata basis (or if necessary, to zero) and (3) then, cancellation of the acceleration of vesting of equity award compensation in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result reverse order of the operation date of this Section 8. The Company will use commercially reasonable efforts to cause grant of the accounting or law firm engaged to make Executive’s equity awards. (b) Unless the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee Executive and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time otherwise agree in writing, any determination required under this section shall be made in writing by the Covered Employee or Company’s independent public accountants (the Company) or “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making such other time as requested by determination, the Covered Employee or Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Companyapplication of Sections 280G and 4999 of the Code.

Section 280G. Any provision of The Severance Agreement is hereby amended by inserting the Plan to following paragraphs immediately following the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”) would last paragraph thereof: (i) constitute a “parachute payment” within the meaning aggregate of all amounts and benefits due to you under this Agreement or under any other plan, program, agreement, or arrangement with the Company or any of its affiliates or subsidiaries would, if received by you in full and valued under Section 280G of the CodeInternal Revenue Code of 1986, as amended (“Section 280G”), constitute “parachute payments” as defined in and under Section 280G (collectively, “280G Benefits”), and if (ii) but for this sentencesuch aggregate would, be subject to the excise tax imposed if reduced by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code, be less than the amount you would receive, after all taxes, income taxesif you received aggregate 280G Benefits equal (as valued under Section 280G) to only three (3) times your “base amount” as defined in and under Section 280G, and less $1.00, then (iii) such 280G Benefits payable in cash, and/or such benefits under the Excise Tax Equity Incentive Awards, in either case as you shall select shall (all computed at the highest applicable marginal rate), results in Covered Employee’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 extent that the reduction in payments of such 280G Benefits can achieve the intended result) be reduced or benefits constituting “parachute payments” is eliminated to the extent necessary so that the Payment equals the Higher Amountaggregate 280G Benefits received by you will not constitute parachute payments; provided, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoingthat, any such reduction shall be effected in a manner intended to comply with Section 409A including409A. The determinations with respect to this paragraph shall be made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be the Company’s regular independent auditor unless you reasonably object to the use of that firm, but not limited toin which event the Auditor will be a nationally recognized United States public accounting firm chosen by the parties to this Agreement. It is possible that after the determinations and selections made pursuant to the preceding paragraph, you will receive 280G Benefits that are, in the ordering aggregate, either more or less than the amount provided under this paragraph (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, pursuant to a final determination of any such reduction. In no event will a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then you shall promptly pay an amount equal to the Excess Payment to the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid together with interest on such amount at the applicable federal rate (as a result defined in and under Section 1274(d) of the operation Code) from the date of your receipt of such Excess Payment until the date of such payment. In the event that it is determined (i) by a court or (ii) by the Auditor upon request by a party to this Section 8. The Agreement, that an Underpayment has occurred, the Company will use commercially reasonable efforts shall promptly pay an amount equal to cause the accounting or law firm engaged Underpayment to make the determinations hereunder to provide its calculationsyou, together with detailed supporting documentation, to Covered Employee and interest on such amount at the Company within fifteen (15) calendar days after applicable federal rate from the date on which such amount would have been paid to you had the Covered Employee’s right to a Payment is triggered (if requested at that time by provisions of this paragraph not been applied until the Covered Employee or the Company) or date of such other time as requested by the Covered Employee or the Companypayment.”

Section 280G. Any provision of In the Plan to the contrary notwithstanding, if event it shall be determined that any payment or benefit a Covered Employee would receive from distribution by the Company and or any of its Subsidiaries affiliates to or an acquiror for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the Plan terms of this Agreement or otherwise otherwise) (a the “PaymentTotal Payments”), is or will be subject to the excise tax (the “Excise Tax”) would imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced to the maximum amount that could be paid to Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax benefit to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) benefit to Executive without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the cash payments made pursuant to Section 5(a)(ii) of this Agreement, then to the payment made pursuant to Section 5(a)(iii) of this Agreement, then to any payment made pursuant to Section 5(a)(iv) of this Agreement, then to any payment made pursuant to Section 5(a)(v) of this Agreement, and then to any other payment that triggers such Excise Tax in the following order: (i) constitute reduction of cash payments; (ii) cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant); (iii) cancellation of accelerated vesting of other equity awards (based on the reverse order of the date of grant); and (iv) reduction of any other payments due to Executive (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All mathematical determinations, and all determinations as to whether any of the Total Payments are “parachute paymentpayments” (within the meaning of Section 280G of the Code), and (ii) but for that are required to be made under this sentenceparagraph, including determinations as to whether the Total Payments to Executive shall be subject reduced to the excise tax imposed Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made at the Company’s expense by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal a nationally recognized accounting firm mutually acceptable to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to Company and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyExecutive.

Section 280G. Any provision (a) In the event that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Plan Code and the regulations and guidance promulgated thereunder (“Section 280G”)) before the Company or any Affiliate of the Company that would be treated, together with the Company, as a single corporation under Section 280G has stock that is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Code Section 280G, the Company will use its Subsidiaries or an acquiror pursuant reasonable best efforts to seek shareholder approval of the Total Payments in a manner that satisfies the requirements of the “shareholder approval” exception to Section 280G, such that, if approved, all Total Payments may be made to the Plan Executive without the application of the excise tax imposed by Section 4999 of the Code. (b) In the event that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G) before the Company or any Affiliate of the Company that would be treated, together with the Company, as a single corporation under Section 280G has stock that is readily tradeable on an established securities market or otherwise (a within the meaning of Section 280G) and all, or any portion, of the Total Payments could constitute an “Payment”) would (i) constitute a “excess parachute payment” within the meaning of Section 280G G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the CodeTotal Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), and or (ii) but for this sentence, be subject if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to ) and the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion amount of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all other applicable federal, state and local employment taxes, taxes (with income taxes, and the Excise Tax (taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), results in Covered the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s receipt, on an after-tax basisproceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the greater economic benefit notwithstanding Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. All determinations made pursuant this Section 14 will be made at the Company’s or some its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Payment may Total Payments shall be subject taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Excise Tax. If Company or (B) a lesser reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals Total Payments should have been made to implement the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method objective and intent of reduction will result in the same economic benefitthis Section 14, the items so reduced will additional amount shall be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will paid immediately by the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result Affiliate of the operation of this Section 8. The Company will 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 documentationas applicable, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyExecutive.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if If any payment or benefit a Covered Employee the Recipient would receive from pursuant to this Agreement or pursuant to any other benefit plan, agreement or arrangement between the Recipient and the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise any Related Entity (a “Payment”) would (i) constitute a “parachute paymentParachute 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 such Payment will shall be equal to the Higher Amount (defined below)Reduced Amount. The “Higher Reduced Amount” will shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, total of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employeethe Recipient’s receipt, on an after-tax basis, of the greater greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” Parachute Payments is necessary so that the Payment equals the Higher Reduced Amount, reduction will shall occur in the manner that results in the greatest economic benefit for a Covered Employeethe Recipient to the extent permitted by Section 409A of the Code, to the extent applicable, and Section 280G of the Code. If more than one method of reduction will result in the same economic benefit, the items so reduced All determinations under this Section 7(d) will be reduced pro rata. Notwithstanding made by an actuarial firm, accounting firm, law firm, or consulting firm experienced and generally recognized in 280G matters (the foregoing, any reduction shall comply with “280G Firm”) that is chosen by the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result 280G of the operation Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of this Section 8the 280G Firm shall be paid solely by the Company or its successor. The Company will use commercially reasonable efforts to cause and the accounting or law firm engaged Recipient shall furnish the 280G Firm such information and documents as the 280G Firm may reasonably request in order to make the determinations hereunder to its required determination. The 280G Firm will provide its calculations, together with detailed supporting documentation, to Covered Employee the Company and the Recipient as soon as practicable following its engagement. Any good faith determinations of the 280G Firm made hereunder will be final, binding and conclusive upon the Company within fifteen (15) calendar days after and the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyRecipient.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (a) If any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that the Executive would receive in connection with a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code (a “Transaction”) from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Transaction 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 such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to the Higher Amount (defined below). The “Higher Amount” will be either (x) Executive, which of the largest following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment 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 the 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, after taking the Company shall cause to be taken into account the value of 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 Covered Employee’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 Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will shall occur in the manner that results in the greatest economic benefit for a Covered Employeeto the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Transaction Payment shall be reduced pro rata. DB1/ 100340191.3 Dermavant Sciences, Inc. • d▇▇▇▇▇▇▇▇.▇▇▇ (b) Notwithstanding the foregoing, any reduction shall comply with in the event that no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 409A including, but not limited to280G of the Code) at the time of the Transaction, the ordering Company shall cause a vote of shareholders to be held to approve the portion of the Transaction Payments that equals or exceeds three times (3x) the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1, and the Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all Excess Parachute Payments to such reductionshareholder vote. In no the event will that the CompanyCompany does not cause a vote of shareholder to be held to approve all Excess Parachute Payments, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts the shareholders do not paid as a result of approve all Excess Parachute Payments, the operation provisions set forth in Section 5.6(a) of this Section 8. The Company will use commercially reasonable efforts to cause Agreement shall apply. (c) Unless the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee Executive and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time otherwise agree in writing, any determination required under this section shall be made in writing by the Covered Employee or Company’s independent public accountants (the Company) or such other time “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and the Executive as requested by the Covered Employee Company or the CompanyExecutive. The Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section.

Section 280G. Any provision of the Plan (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event that any payment or benefit received or to be received by Executive (including any payment or benefit received in connection with a Covered Employee would receive from “Change in Control” (as defined in the Company and its Subsidiaries 2005 Plan) or an acquiror the termination of Executive’s employment, whether pursuant to the Plan terms of this Agreement or otherwise any other plan, arrangement or agreement) (a all such payments and benefits being hereinafter referred to as the “PaymentTotal Payments”) would not be deductible (in whole or part) by the Company or any Affiliates making such payment or providing such benefit as a result of Section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement), the portion of the Total Payments that do not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced (if necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero), with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first. (b) For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code; (iii) the severance payments payable to Executive pursuant to Section 5 hereof shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii) of this paragraph) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of Section 280G of the Code, in the opinion of Tax Counsel; and (iiiv) but the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of Executive and the Company in applying the terms of this Section 7, the Total Payments paid to or for this sentence, be Executive’s benefit are in an amount that would result in any portion of such Total Payments being subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then then, if such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that repayment would result in (i) no portion of the Payment remaining Total Payments being subject to the Excise Tax or and (yii) the largest portion, up to a dollar-for-dollar reduction in Executive’s taxable income and including the total, wages for purposes of the Payment, whichever amount, after taking into account all applicable federal, state and local income and employment taxes, income taxes, and the Excise Tax Executive shall have an obligation to pay the Company upon demand an amount equal to the sum of (all computed at x) the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, excess of the greater economic Total Payments paid to or for Executive’s benefit notwithstanding over the Total Payments that all could have been paid to or some for Executive’s benefit without any portion of the Payment may be such Total Payments being subject to the Excise Tax. If a reduction ; and (y) interest on the amount set forth in payments or benefits constituting “parachute payments” is necessary so that clause (x) of this sentence at the Payment equals the Higher Amount, reduction will occur rate provided in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result 1274(b)(2)(B) of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after Code from the date on which of Executive’s receipt of such excess until the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or date of such other time as requested by the Covered Employee or the Companypayment.

Section 280G. Any provision (a) If any of the Plan payments or benefits received or to be received by the contrary notwithstandingExecutive (including, if without limitation, any payment or benefit benefits received in connection with a Covered Employee would receive from Change in Control or the Company and its Subsidiaries or an acquiror Executive’s termination of employment, whether pursuant to the Plan terms of this Agreement or otherwise any other plan, arrangement or agreement, or otherwise) (a all such payments collectively referred to herein as the “Payment280G Payments”) would (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 sentence, will be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount Executive shall receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (defined below). The “Higher Amount” will be either after taking into account federal, state, local and social security taxes): (x1) the largest portion 280G Payments or (2) one dollar less than the amount of the Payment 280G Payments that would result in no portion of subject the Payment being subject Executive to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate“Safe Harbor Amount”), results in Covered Employee’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 payments or benefits constituting “parachute payments” the 280G Payments is necessary so that the Payment equals 280G Payments equal the Higher AmountSafe Harbor Amount and none of the 280G Payments constitute a deferral of compensation within the meaning of and subject to Section 409A (“Nonqualified Deferred Compensation”), then the reduction will shall occur in the manner that results the Executive elects in writing prior to the greatest economic benefit for a Covered Employeedate of payment. If more than one method of reduction will result in any 280G Payments constitute Nonqualified Deferred Compensation or if the same economic benefitExecutive fails to elect an order, then the items so 280G Payments to be reduced will be determined in a manner which has the least economic cost to the Executive and, to the extent the economic cost is equivalent, will be reduced pro ratain the inverse order of when payment would have been made to you, until the reduction is achieved. (b) All calculations and determinations under this Section 5.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. Notwithstanding For purposes of making the foregoing, any reduction shall comply with calculations and determinations required by this Section 409A including, but not limited to5.9, the ordering Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result Section 280G and Section 4999 of the operation of this Section 8Code. The Company will use commercially reasonable efforts to cause and the accounting or law firm engaged Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 5.9. The Company shall bear all costs the determinations hereunder to provide Tax Counsel may reasonably incur in connection with its calculations, together services. (c) The Executive hereby agrees with detailed supporting documentation, to Covered Employee and the Company and any successor thereto to in good faith consider and take steps commonly used to minimize or eliminate any “parachute payments” within fifteen (15) calendar days after the date on which meaning of Section 280G of the Covered Employee’s right to a Payment is triggered (Code if requested at that time to do so by the Covered Employee Company or any successor thereto; provided, however, that the Company) foregoing language shall neither require the Executive to take or such other time as requested by not take any specific action in furtherance thereof nor contravene, limit or remove any right or privilege provided to the Covered Employee or the CompanyExecutive under this Agreement.

Section 280G. Any provision of This Section 18 will apply if the Plan to the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (Executive is a “Payment”) would (i) constitute a “parachute paymentdisqualified individual” within the meaning of Section 280G 1.280G-1, Q/A-15 of the Treasury regulations. In the event of an event constituting a change in the ownership or effective control of the Company or ownership of a substantial portion of the assets of the Company described in Section 280G(b)(2)(A)(i) of the Code, the Company, at its sole expense, will cause its independent auditors promptly to review all payments, accelerations, distributions and benefits that have been made to or provided to, and are to be made, or may be made, to or provided to, the Executive under the Agreement (ii) but for irrespective of whether severance payment and benefits or other payments and benefits are then payable to the Executive at that time), and any other agreement or plan under which the Executive may individually or collectively benefit (collectively the “Original Payments”), to determine the applicability of Section 4999 of the Code to the Executive in connection with such event. The Company’s independent auditors will perform this sentenceanalysis in conformity with the foregoing provisions and will provide the Executive with a copy of their analysis and determination. Notwithstanding anything contained in this Agreement to the contrary, to the extent that the Original Payments would be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then such the Original Payments will be reduced (but not below zero) to the extent necessary so that no Original Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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, but only if, by reason of such reduction, the net after-tax benefit received by the Executive will exceed the net after-tax benefit received by him or her if no such reduction was made. For purposes of this Agreement, “net after-tax benefit” will mean (a) the Original Payments which the Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (b) the amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing will be paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (c) the amount of the Excise Tax imposed with respect to the payments and benefits described in (a) above. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefitrequired by this provision, the items so reduced payments and benefits will be reduced pro ratain the following order: any cash severance to which the Executive becomes entitled (starting with the last payment due), then other cash amounts that are parachute payments (starting with the last payment due), then any stock option awards that have exercise prices higher than the then-fair market value price of the stock (based on the latest vesting tranches), then restricted stock and restricted stock units based on the latest awards scheduled to be distributed, and then other stock options based on the latest vesting tranches. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering The fees and expenses of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee ’s auditor for any amounts not paid as a result of the operation of this Section 8. The Company will use commercially reasonable efforts to cause the accounting or law firm engaged to make its services in connection with the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time calculations contemplated by the Covered Employee or the Company) or such other time as requested this provision will be borne by the Covered Employee or the Company.

Section 280G. Any provision of the Plan (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it will be determined that any payment or distribution by the Equity Group to or for the benefit a Covered Employee would receive from the Company and its Subsidiaries of Executive (whether paid or an acquiror payable or distributed or distributable pursuant to the Plan terms of this Agreement or otherwise otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Codewould, and (ii) but for this sentenceif paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment then, prior to the making of any Payments to Executive, a calculation will be equal to the Higher Amount made comparing (defined below). The “Higher Amount” will be either (xi) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an net after-tax basis, benefit to Executive of the greater economic benefit notwithstanding that all or some portion Payments after payment by Executive of the Payment may be Excise Tax, to (ii) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” the amount calculated under clause (i) of the immediately preceding sentence is necessary so that less than the Payment equals amount calculated under clause (ii) thereof, then the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced Payments will be reduced pro rata. Notwithstanding limited to the foregoing, any extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”). (b) The reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation Payments, if applicable, will be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, as determined by the accounting firm that was the Bank’s independent auditor immediately before the Change of Control (the “Determination Firm”). For purposes of this Section 87, present value will be determined in accordance with Section 280G(d)(4) of the Code. The Company For purposes of this Section 7, the “Parachute Value” of a Payment means the present value as of the date of the Change of Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will use commercially reasonable efforts apply to cause such Payment. (c) All determinations required to be made under this Section 7, including whether an Excise Tax would otherwise be imposed, whether the accounting or law firm engaged Payments will be reduced, the amount of the Reduced Amount, and the assumptions to make be utilized in arriving at such determinations, will be made by the determinations hereunder to Determination Firm, which will provide its calculations, together with detailed supporting documentation, calculations both to Covered Employee the Bank and the Company Executive within fifteen (15) calendar business days after the date on which the Covered Employee’s right to receipt of notice from Executive that a Payment is triggered (if requested at that time by the Covered Employee or the Company) due to be made, or such other earlier time as is requested by the Covered Employee Bank. All fees and expenses of the Determination Firm will be borne solely by the Bank. Any determination by the Determination Firm will be binding upon the Bank and Executive. (d) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that amounts will have been paid or distributed by the Company.Equity Group to or for the benefit of Executive that should not have been so paid or distributed (an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Equity Group to or for the benefit of Executive could have been so paid or distributed (an “Underpayment”). In the event that the Determination Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Equity Group or Executive that the Determination Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Equity Group to or for the benefit of Executive will be repaid by Executive to the appropriate member of the Equity Group together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment will be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Determination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the Equity Group to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March

Section 280G. Any provision of (a) If, after the Plan to the contrary notwithstandingEffective Date, if any payment or benefit there occurs a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (transaction that constitutes a “Payment”) would (i) constitute a “parachute paymentchange of control” within the meaning of Section 280under Regulation 1.280G of the Code, and such transaction is consummated on or before January 1, 2015, and, immediately prior to the consummation of such change of control, the Company is an entity whose equity securities are readily tradable on an established securities market (iior otherwise) but for this sentencesuch that an exemption from the excise tax is not available, the following provisions will apply: (i) In the event it shall be determined that any payment to the Executive hereunder, or under any incentive equity grant agreement or other plan, program, practice or agreement, is subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such Payment will be equal that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Higher Amount (defined below). The “Higher Amount” will be either (x) Excise Tax imposed upon the largest portion Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment that would result in no portion of the Payment being subject equal to the Excise Tax or (y) imposed upon the largest portionpayments. Notwithstanding the foregoing provisions of this Section 10(a)(i), up if it shall be determined that the Executive is entitled to and including a Gross-Up Payment, but that the total, payments do not exceed 110% of the greatest amount that could be paid to the Executive without giving rise to any Excise Tax (the “Safe Harbor Amount”), then no Gross-Up Payment shall be made to the Executive and the amounts payable to the Executive shall be reduced so that the payments, in the aggregate, are reduced to the Safe Harbor Amount. The reduction of the amounts shall take into account the timing of the payments and, if applicable, shall be made by first reducing the payments under Section 5(a) or Section 5(d) as may apply. (ii) All determinations required to be made under this Section 10, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within ten business days of the receipt of notice from the Executive that there have been payments to which Sections 280G and/or Section 4999 may apply, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, whichever amountthe Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of the Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, after net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account all limitations applicable federalto individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, state as determined pursuant to this Section 10, shall be paid by the Company to the Executive (or to the appropriate taxing authority on the Executive’s behalf) when the applicable tax is due. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall so indicate to the Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and local employment taxesthe Executive. As a result of the uncertainty in the application of Section 4999 of the Code, income taxesit is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) the Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 10(b) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. Notwithstanding the foregoing, any Gross Up Payment or Underpayment shall be paid no later than the end of the calendar year next following the calendar year in which the Excise Tax and any related income and withholding tax obligations are made to Internal Revenue Service. (b) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall (A) give the Company any information reasonably requested by the Company relating to such claim, (B) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (C) cooperate with the Company in good faith in order to effectively contest such claim and (D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all computed at costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the highest applicable marginal rate), results in Covered Employee’s receiptExecutive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, further, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if the Executive is required to extend the statute of limitations to enable the Company to contest such claim, the Executive may limit this extension solely to such contested amount. The Company’s control of the greater economic benefit notwithstanding contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (c) If, after the receipt by the Executive of an amount paid or advanced by the Company pursuant to this Section 10, the Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, the Executive shall promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). (d) With respect to any “change in ownership or control” under Section 280G of the Code and Regulation Section 1.280G-1 thereunder for which the Executive is not entitled to receive the Gross-Up Payment as set forth in this Section 10, including with respect to any such transaction that all which is consummated after January 1, 2015, then any payments or some benefits payable to the Executive hereunder shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Payment may be such payments or benefits is subject to the Excise Tax. If a reduction in payments , whichever of the foregoing (i) or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that (ii) results in the Executive’s receipt on an after-tax basis of the greatest economic benefit for a Covered Employeeamount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). If more than one method of reduction will result such payments and benefits are reduced, such payments and benefits shall be reduced in a manner that maximizes the same Executive’s economic benefitposition. In applying this principle, the items so reduced will reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, to the extent applicable, and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at the later time shall be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, first but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen below zero (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company0).

Section 280G. Any provision of the Plan a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or benefit a Covered Employee would receive from distribution by the Company and its Subsidiaries to the Executive or an acquiror for the Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the Plan terms of this Agreement or otherwise otherwise) (a the “PaymentPayments”) 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 (or any successor provisions) of the Code Code, or any interest or penalty is incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then such Payment will the Payments shall be equal reduced (but not below zero) if and to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment extent that such reduction would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever Executive retaining a larger 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 Covered Employee’s receipt, on an after-tax basisbasis (taking into account federal, state and local income taxes and the imposition of the greater economic benefit notwithstanding that Excise Tax), than if the Executive received all of the Payments. The Company shall reduce or some eliminate the Payments, by first reducing or eliminating the portion of the Payment may be subject to the Excise Tax. If a reduction Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits constituting “parachute payments” which are to be paid the farthest in time from the determination. b) All determinations required to be made under this Section, including whether and when an adjustment to any Payments is necessary required and, if applicable, which Payments are to be so that adjusted, shall be made by an independent accounting firm selected by the Payment equals Company from among the Higher Amount, reduction will occur four (4) largest accounting firms in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary United States or any stockholder be liable to any Covered Employee for any amounts not paid as a result of nationally recognized financial planning and benefits consulting company (the operation of this Section 8. The Company will use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to “Accounting Firm”) which shall provide its calculations, together with detailed supporting documentation, calculations both to Covered Employee and the Company and to the Executive within fifteen (15) calendar business days after of the date on which receipt of notice from the Covered Employee’s right to Executive that there has been a Payment is triggered (if requested at that time by the Covered Employee or the Company) Payment, or such other earlier time as is requested by the Covered Employee Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the “change in control of the Company” (within the meaning of Sections 280G and 4999 of the Code) to which the Payments relate, Employer shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

Section 280G. Any (a) Notwithstanding any provision of the Plan this Agreement to the contrary notwithstandingcontrary, if any payment of the payments or benefit benefits received or to be received by the Executive in connection with the Executive’s termination of employment in respect of a Covered Employee would receive from the Company and its Subsidiaries or an acquiror Change in Control, whether pursuant to the Plan terms of this Agreement or otherwise any other plan, arrangement or agreement with the Company (a all such payments and benefits, being hereinafter referred to as the “PaymentTotal Payments”), would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Executive shall receive the Total Payments and be responsible for the Excise Tax; provided, however that the Executive shall not receive the Total Payments and the Total Payments shall be reduced to the Safe Harbor Amount (defined below) if (1) the net amount of such Total Payments, as so reduced to the Safe Harbor Amount (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (2) the net amount of such Total Payment without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments). The “Safe Harbor Amount” is the amount to which the Total Payments would hypothetically have to be reduced so that no portion of the Total Payments would be subject to the Excise Tax. (ib) constitute a For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (1) all of the Total Payments shall be treated as “parachute paymentpayments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (2) all “excess parachute payments” within the meaning of Section 280G of the Code, and (ii280G(b)(1) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will shall be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (ywithin the meaning of Section 280G(b)(4)(B) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results Code) in Covered Employee’s receipt, on an after-tax basis, excess of the greater economic benefit notwithstanding that all or some portion base amount (within the meaning of Section 280G(b)(3) of the Payment may be Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. If the Auditor is prohibited by applicable law or regulation from performing the duties assigned to it hereunder, then a reduction in different auditor, acceptable to both the Company and the Executive, shall be selected. The fees and expenses of Tax Counsel and the Auditor shall be paid by the Company. (c) In the event it is determined that the Safe Harbor Amount is payable to the Executive, then the severance payments or benefits constituting “parachute payments” is provided under Section 7.6 which are cash shall first be reduced on a pro rata basis, and the non-cash severance payments shall thereafter be reduced on a pro rata basis, to the extent necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result portion of the operation of this Section 8. The Company will use commercially reasonable efforts Total Payments is subject to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyExcise Tax.

Section 280G. Any provision of the Plan (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit in the event that the Accounting Firm shall determine that receipt of all Payments would subject the Executive to tax under Code Section 4999, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Covered Employee would receive from Reduced Amount, then the aggregate Agreement Payments shall be reduced to such Reduced Amount. (b) If the Accounting Firm determines that the aggregate Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and its Subsidiaries a copy of the detailed calculation thereof, and the Executive may then elect, in his or an acquiror pursuant her sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the present value of the aggregate Agreement Payments equals the Reduced Amount); provided, that the Executive shall not be permitted to elect to reduce any Agreement Payment that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, and shall advise the Plan Company in writing of his or otherwise her election within ten days of his or her receipt of notice. If no such election is made by the Executive within such ten day period, the Company shall reduce the Agreement Payments in the following order: (a 1) Agreement Payments which do not constitute “Payment”nonqualified deferred compensation subject to Code Section 409A shall be reduced first; and (2) would all other Agreement Payments shall then be reduced, in each case as follows: (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, cash payments shall be reduced before non-cash payments and (ii) but payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date. All determinations made by the Accounting Firm under this Section 11 shall be binding upon the Company and the Executive and shall be made within 60 days of the Executive’s Separation from Service. In connection with making determinations under this Section 12, the Accounting Firm shall take into account the value of any reasonable compensation for this sentenceservices to be rendered by the Executive before or after the Change in Control, be subject including any non-competition provisions that may apply to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, Executive and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur Company shall cooperate in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering valuation of any such reduction. In no event will the Companyservices, including any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as non-competition provisions. (c) As a result of the operation uncertainty in the application of Code Section 4999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company together with interest at the applicable federal rate provided for in Code Section 7872(f)(2); provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Code Section 1 and Code Section 4999 or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Code Section 7872(f)(2). (d) All fees and expenses of the Accounting Firm in implementing the provisions of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time 11 shall be borne by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.

Section 280G. Any If Executive is a “disqualified individual,” as defined in Section 280G(c) of the Code, then, notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding entered into between Executive and the Plan Company or any affiliate, except an agreement, contract, or understanding that expressly addresses Section 280G or Section 4999 of the Code (an “Other Agreement”), and notwithstanding any formal or informal agreement, plan or other arrangement for the direct or indirect provision of compensation to Executive (including groups or classes of beneficiaries of which Executive is a member), whether or not such compensation is deferred, is in cash, or is in the contrary notwithstandingform of a benefit to or for Executive (a “Benefit Arrangement”), if any right of Executive to any vesting, payment or benefit a Covered Employee would receive from the Company and its Subsidiaries under this Agreement will be reduced or an acquiror pursuant to the Plan or otherwise (a “Payment”) would eliminated: (i) constitute to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Executive under this Agreement, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment, or benefit to Executive under this Agreement to be considered a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code, Code as then in effect (a “Parachute Payment”); and (ii) but for this sentenceif, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of receiving such Parachute Payment, the operation of aggregate after-tax amounts received by Executive from the Company under this Section 8Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Executive without causing any such payment or benefit to be considered a Parachute Payment. The Company will use commercially reasonable efforts accomplish any reduction by first reducing or eliminating to cause the accounting limited extent necessary any cash payments (with the payments to be made at the latest date in the future being reduced first), then by reducing or law firm engaged eliminating to make the determinations hereunder limited extent necessary any accelerated vesting of performance-based equity awards, then by reducing or eliminating to provide its calculationsthe limited extent necessary any accelerated vesting of options to purchase Company common stock or stock appreciation rights, together with detailed supporting documentationthen by reducing or eliminating to the limited extent necessary any accelerated vesting of shares of restricted Company common stock, restricted stock units or deferred stock units, then by reducing or eliminating to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such limited extent necessary any other time as requested by the Covered Employee or the Companyremaining Parachute Payments.

Section 280G. Any provision (a) In the event that part or all of the Plan severance payments or benefits to be paid or provided to Executive under this Agreement together with the aggregate present value of payments, consideration, compensation and benefits under all other plans, arrangements and agreements applicable to Executive, constitute “excess parachute payments” under Code Section 280G(b) subject to an excise tax under Code Section 4999 (collectively, the “Parachute Amount”) the amount of excess parachute payments which would otherwise be payable to Executive or for Executive’s benefit under this Agreement shall be reduced to the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G extent necessary so that no amount of the Code, and (ii) but for this sentence, be Parachute Amount is subject to the an excise tax imposed by under Code Section 4999 of the Code (the “Excise TaxReduced Amount”); provided that such amounts shall not be so reduced if, without such reduction, Executive would be entitled to receive and retain, on a net after tax basis (including, without limitation, after any excise taxes payable under Code Section 4999), an amount of the Parachute Amount which is greater than the amount, on a net after tax basis, that Executive would be entitled to retain upon receipt of the Reduced Amount. (b) If the determination made pursuant to Section 28(a) results in a reduction of the payments or benefits that would otherwise be paid to Executive except for the application of Section 28(a), such reduction in payments due under this Agreement shall be first applied to reduce any cash severance payments that Executive would otherwise be entitled to receive hereunder and shall thereafter be applied to reduce other payments and benefits in a manner that would not result in subjecting Executive to additional taxation under Section 409A. Within ten days following such determination, but not later than thirty (30) days following the date of the event under Code Section 280G(b)(2)(A)(i), the Company shall pay or distribute to Executive or for Executive’s benefit such amounts as are then due to Executive under this Agreement and shall promptly pay or distribute to Executive or for his benefit in the future such Payment will amounts as become due to Executive under this Agreement. (c) Determinations under this Section 28 shall be equal made by an independent accounting firm selected by the Company subject to Executive's reasonable approval (the Higher Amount (defined below“Accounting Firm”). The “Higher Amount” will be either (x) the largest portion Company shall bear all costs of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, such Accounting Firm and the Excise Tax (all computed at Accounting Firm's determinations shall be binding on the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8parties absent manifest error. The Company will use commercially parties shall cooperate with the Accounting Firm including by providing all information necessary to determine 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.compensation under Code Section 280G.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (i) If any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that Executive would receive from the Company and its Subsidiaries Company, or otherwise, contingent on an acquiror pursuant to event covered by Section 280G(b)(2)(A)(i) of the Plan or otherwise Code (a collectively, the “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentenceSection 3(m), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such the Executive shall be entitled to receive, whichever of the following that results in the greater amount payable to him on an after-tax basis: (1) payment in full of the entire amount of the Transaction Payment will be equal to (a “Full Payment”), or (2) payment of only a part of the Higher Amount (defined below). The “Higher Amount” will be either (x) Transaction Payment so that the Executive receives the largest portion payment possible without the imposition of the Payment that would result in no portion of the Payment being subject to the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or (y) the largest portion, up to and including the total, of the a Reduced Payment, whichever amount, after taking the 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 Covered Employee’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 Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will shall occur in the manner that results in the greatest economic benefit for a Covered Employee. to Executive as determined in this paragraph, to the extent permitted by Section 409A. If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Payment shall be reduced pro rata. Notwithstanding , to the foregoing, any reduction extent permitted by Section 409A. (ii) The Company shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder engage an independent registered public accounting firm to make all determinations required to be liable to any Covered Employee for any amounts not paid as a result of the operation of made under this Section 83(m), and shall bear all reasonable expenses with respect thereto. The Company will use commercially reasonable efforts to cause the independent registered public accounting or law firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Covered Employee the Company and Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to the Transaction Payments (whether or not by reason of payment to Executive of a Reduced Payment), it shall furnish the Company and Executive with detailed supporting calculations of its determination that no Excise Tax will be imposed with respect to the Transaction Payments. All good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyExecutive. [Signature page follows.]

Section 280G. Any provision (a) If any of the Plan payments or benefits received or to be received by the contrary notwithstandingExecutive (including, if without limitation, any payment or benefit benefits received in connection with a Covered Employee would receive from Change in Control or the Company and its Subsidiaries or an acquiror termination of the Executive’s employment, whether pursuant to the Plan terms of this Agreement or otherwise any other plan, arrangement or agreement, or otherwise) (a “Payment”) would (iall such payments collectively refer to herein as the "280G Payments") 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 sentence, will be subject to the excise tax imposed by under Section 4999 of the Code (the “"Excise Tax”"), then the Company shall pay to the Executive, no later than the time such Payment will Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion sum of the Payment that would result in no portion of the Payment being subject to the Excise Tax or payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account any and all applicable federal, state and local employment taxesexcise, income taxes, and the Excise Tax (all computed or other taxes at the highest applicable marginal raterates on such 280G Payments and on any payments under this Section 7.(a) or otherwise) as if no Excise Tax had been imposed. (b) All calculations and determinations under this Section 7 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the "Tax Counsel") whose determination shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 7(b), results in Covered Employee’s receiptthe Tax Counsel may rely on reasonable, on an after-tax basis, good faith assumptions and approximations concerning the applicability of Section 280G and Section 4999 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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8Code. The Company will use commercially reasonable efforts to cause and the accounting or law firm engaged Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 7(b). The Company shall bear all costs of the determinations hereunder to provide Tax Counsel reasonably incurred in connection with the performance of its calculations, together with detailed supporting documentation, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companyduties under this Section 7(b).

Section 280G. Any provision of the Plan to the contrary notwithstanding, if If any payment or benefit received or to be received by Executive in connection with a Covered Employee would receive from "change in ownership or control" of the Company and its Subsidiaries or an acquiror (within the meaning of Section 280G of the Code), whether payable pursuant to the Plan terms of this Agreement or otherwise any other plan, arrangement or agreement with the Company or an affiliate of the Company (a “Payment”) the "PAYMENTS"), would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Code, and (ii) but for this sentence, the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit to Executive shall exceed the net after-tax benefit to Executive if no such reduction was made. For purposes of this Section 12, "net after-tax benefit" shall mean (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (xi) the largest portion total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute "parachute payments" within the meaning of Section 280G of the Payment that would result in no portion of the Payment being subject to the Excise Tax or Code, less (yii) the largest portion, up to and including the total, amount of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxesincome taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), income taxesless (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the code. The foregoing determination will be made by a nationally recognized accounting firm (the "ACCOUNTING FIRM") selected by Executive and reasonably acceptable to the Company, provided, that the Accounting Firm's determination shall be made based upon "substantial authority" within the meaning of Section 6662 of the Code. The Accounting Firm shall provide Executive and the Excise Tax Company with its determinations and detailed supporting calculations with respect thereto at least 15 business days prior to the date on which Executive would be entitled to receive a Payment (or as soon as practicable in the event that the Accounting Firm has less than 15 business days advance notice that Executive may receive a Payment) in order that Executive may determine whether it is in Executive's best interest to waive the receipt of any or all computed at amounts which may constitute "excess parachute payments." If the highest applicable marginal rate)Accounting Firm determines that such reduction is required by this Section 12, results Executive, in Covered Employee’s receipthis sole and absolute discretion, on an after-tax basis, may determine which of the greater economic benefit notwithstanding Payments shall be reduced to the extent necessary so that all or some no portion of the Payment may thereof shall be subject to the Excise Taxexcise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to Executive. If a reduction in payments or benefits constituting “parachute payments” is necessary so that Executive and the Payment equals Company shall each provide the Higher AmountAccounting Firm access to and copies of any books, reduction will occur records, and documents in the manner that results possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the greatest economic benefit preparation and issuance of the determinations and calculations contemplated by this Section 12. The first $10,000 of fees and expenses of the Accounting Firm for a Covered Employee. If more than one method of reduction will result its services in connection with the same economic benefit, the items so reduced determinations and calculations contemplated by this Section 12 will be reduced pro rata. Notwithstanding borne exclusively by the foregoingCompany, any reduction shall comply with Section 409A including, but not limited to, and the ordering balance of any such reduction. In no event will the Companyfees and expenses, if any Subsidiary or any stockholder shall be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time borne exclusively by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the CompanyExecutive.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (a) If any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control or other transaction (the “Transaction”) from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Transaction 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 such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to Executive, which of the Higher Amount (defined below). The “Higher Amount” will 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 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, after taking the Company shall cause to be taken into account the value of any noncompetition provision set forth in the NDA, 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 Covered Employee’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 Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will shall occur in the manner that results in the greatest economic benefit for a Covered Employeeto Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Transaction Payment shall be reduced pro rata. . (b) Notwithstanding the foregoing, any reduction shall comply with in the event that no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 409A including, but not limited to, 280G of the ordering Code) at the time of any such reduction. In no event will the Change in Control of the Company, any Subsidiary or any stockholder the Company shall cause a vote of shareholders to be liable held with respect to any Covered Employee for any amounts not paid as a result the approval of the operation portion of this the Transaction Payments that exceeds three times Executive’s “base amount” (within the meaning of Section 8280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. The Reg. §1.280G-1, and Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the Company will use commercially reasonable efforts does not cause a vote of shareholder to cause be held to approve all Excess Parachute Payments, the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee provisions set forth in Section 5.7(a) shall apply. (c) Unless Executive and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time otherwise agree in writing, any determination required under this section shall be made in writing by the Covered Employee or Company’s independent public accountants (the Company) or such other time “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and Executive as requested by the Covered Employee Company or Executive. Executive and the CompanyCompany shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by Executive with the Accountants for tax planning under Sections 280G and 4999 of the Code.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (a) If any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that the Executive would receive in connection with a transaction (the “Transaction”) from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Transaction 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 such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to the Higher Amount (defined below). The “Higher Amount” will be either (x) Executive, which of the largest following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment 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 the 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, after taking the Company shall cause to be taken into account the value of 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 Covered Employee’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 Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will shall occur in the manner that results in the greatest economic benefit for a Covered Employeeto the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Transaction Payment shall be reduced pro rata. . (b) Notwithstanding the foregoing, any reduction shall comply with in the event that no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 409A including, but not limited to280G of the Code) at the time of the Transaction, the ordering Company shall cause a vote of any such reduction. In no event will shareholders to be held to approve the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result portion of the operation Transaction Payments that equals or exceeds three times (3x) the Executive’s “base amount” (within the meaning of this Section 8. The Company will use commercially reasonable efforts to cause 280G of the accounting or law firm engaged to make Code) (the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.“Excess Parachute Payments”)

Section 280G. Any provision The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of the Plan to Internal Revenue Code of 1986, as amended (the contrary notwithstanding“Code”); provided, if however, that any payment or benefit received or to be received by the Executive in connection with a Covered Employee Change in Control or the termination of the Executive’s employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement with the Company or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made. For purposes of this Section 2.3, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits which the Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and its Subsidiaries or an acquiror pursuant local income taxes payable with respect to the Plan or otherwise foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (a “Payment”based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) would the amount of excise taxes imposed with respect to the payments and benefits described in (i) constitute above by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to the Executive. The Accounting Firm shall submit its determination and detailed supporting calculations to both the Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or the Executive that the Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is required by this Section 2.3, the cash portion of the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Executive. If the Accounting Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 2.3, constitutes a “parachute payment” within the meaning of Section 280G of the Code, it will, at the same time as it makes such determination, furnish the Executive and (ii) but for this sentence, be subject the Company an opinion that Executive has substantial authority not to the report any excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below)on his federal income tax return. The “Higher Amount” will be either (x) Executive and the largest portion Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of the Payment that would result in no portion of the Payment being subject to the Excise Tax Executive or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculationscase may be, together with detailed supporting documentation, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as reasonably requested by the Covered Employee or Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 2.3. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 2.3 shall be borne by the Company.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if If any payment or benefit a Covered Employee would Executive will or may receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan under this Agreement or otherwise (a “Payment”) would (ia) constitute a “parachute payment” within the meaning of Section 280G of the CodeCode (a “280G Payment”) and, and (iib) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such the Company shall cause to be determined, before any amounts of the 280G Payment will be equal are paid to Executive, which of the Higher Amount following two amounts would maximize Executive’s after-tax proceeds: (defined belowi) payment in full of the entire amount of the 280G Payment (a “Full Payment”). The “Higher Amount” will be either , or (xii) payment of only a part of the 280G Payment, so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the 280G Payment notwithstanding that all or some portion of the 280G Payment that would result in no portion of the Payment being may be subject to the Excise Tax Tax. For purposes of determining whether to make a Full Payment or (y) the largest portion, up to and including the total, of the a Reduced Payment, whichever amount, after taking the 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 Covered Employee’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 Reduced Payment is made, (A) the 280G 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 280G Payment, and (B) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will shall occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result Executive, as determined in the same economic benefitCompany’s reasonable good faith discretion. All determinations required to be made under this Section 9(k), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering amount of any such reductionreduction and the assumptions to be utilized in arriving at such determinations not expressly provided for herein, shall be made by an independent, nationally recognized accounting firm or compensation consulting engaged by the Company and reasonably acceptable to Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and Executive. In no event will All reasonable fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and Executive, any Subsidiary or any stockholder absent manifest error. For purposes of determining whether and the extent to which the payments will be liable subject to any Covered Employee for any amounts not paid as a result the Excise Tax: (i) no portion of the operation payments shall be taken into account which does not constitute a “parachute payment” within the meaning of this Section 8. The Company will use commercially 280G(b)(2) of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and (ii) in calculating the Excise Tax, no portion of such payments shall be taken into account which constitutes reasonable efforts compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companyreasonable compensation.

Section 280G. Any provision of In the Plan event that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the contrary notwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “PaymentBenefits”) would be subject to the excise tax (ithe “Excise Tax”) constitute a imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with any transaction other than the transactions contemplated by the Merger Agreement, and the Excise Tax applies with respect to the Executive’s compensation (if any) under the Equity Incentive Plan, the Executive shall be entitled to an additional payment by the Company equal to seven and one-half percent (7.5%, or 37.5% of 20%) of the difference obtained by subtracting the Executive’s “base amount” allocated to value or amounts realized by the Executive under the Equity Incentive Plan that are considered parachute payment” within payments under Section 280G(b)(2) of the meaning Code and the regulations thereunder (the “Applicable Amounts”) (as such base amount is determined for purposes of Section 280G of the Code) from the Applicable Amounts. For purposes of clarity, and (ii) but for this sentencesuch payment by the Company shall not be increased with respect to any tax liability incurred by the Executive with respect to such payment; provided, however, that if such payment is triggered in connection with or following a termination of the Executive’s employment, the Company’s obligation to make such payment shall be subject to the excise tax imposed by Section 4999 Executive’s satisfaction of the Code requirements set forth in Sections 5.3(f) and 5.4. Any such payment by the Company pursuant to this Section 5.6 shall be made promptly after the Determination described below is made and in all cases not later than the end of the Executive’s taxable year next following the year in which the Executive remits the related taxes. A determination as to whether any Excise Tax would be imposed on the Benefits for purposes of this Section 5.6, and the determination of any payment due to the Executive pursuant to this Section 5.6, shall be made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company (the “Excise TaxFirm”) at the Company’s expense. The Firm shall provide its determination (the “Determination”), then such Payment will be equal together with detailed supporting calculations and documentation to the Higher Amount Company and the Executive within ten (defined below). The “Higher Amount” will be either (x10) the largest portion business days of the Payment that would result in no portion date of termination of the Payment being subject to Executive’s employment, if applicable, or such other time as reasonably requested by the Excise Tax Company or the Executive (y) provided the largest portion, up to and including the total, Executive reasonably believes that any of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment Benefits may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company).

Section 280G. Any provision of the Plan (i) Anything in this Agreement to the contrary notwithstanding, if in the event that the amount of any compensation, payment or benefit a Covered Employee would receive from distribution by the Company and its Subsidiaries to or an acquiror for your benefit, whether paid or payable or distributed or distributable pursuant to the Plan terms of this Agreement or otherwise (otherwise, calculated in a “Payment”) would (i) constitute a “parachute payment” within the meaning of manner consistent with Section 280G of the CodeInternal Revenue Code of 1986, and as amended (ii“Section 280G”) but for this sentence(the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (“Section 4999”) then the “Excise Tax”), then such Payment will Aggregate Payments shall be equal reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you becomes subject to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment excise tax imposed by Section 4999; provided that such reduction shall only occur if it would result in no portion of you receiving a higher After Tax Amount (as defined below) than you would receive if the Payment being Aggregate Payments were not subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will such event, the CompanyAggregate Payments shall be reduced in the following order, any Subsidiary in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G; (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or any stockholder payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be liable to any Covered Employee for reduced before any amounts not paid that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (ii) For purposes of this Section 17, the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on you as a result of your receipt of the operation Aggregate Payments. For purposes of determining the After Tax Amount, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (iii) The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to this Section 8. The 17 shall be made by a nationally recognized accounting firm selected by the Company will use commercially reasonable efforts to cause (the accounting or law firm engaged to make the determinations hereunder to “Accounting Firm”), which shall provide its calculations, together with detailed supporting documentation, calculations both to Covered Employee and the Company and you within fifteen (15) calendar 15 business days after the date on which the Covered Employee’s right to a Payment is triggered (of termination date, if requested applicable, or at that time by the Covered Employee or the Company) or such other earlier time as is reasonably requested by the Covered Employee Company or you. Any determination by the Accounting Firm shall be binding upon you and the Company.”

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (a) If any payment or benefit a Covered Employee (including payments and benefits pursuant to this Agreement) that the Executive would receive in connection with a transaction (the “Transaction”) from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Transaction 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 such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to the Higher Amount (defined below). The “Higher Amount” will be either (x) Executive, which of the largest following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment 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 the 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, after taking the Company shall cause to be taken into account the value of 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 Covered Employee’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 Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will shall occur in the manner that results in the greatest economic benefit for a Covered Employeeto the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Transaction Payment shall be reduced pro rata. . (b) Notwithstanding the foregoing, any reduction shall comply with in the event that no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 409A including, but not limited to280G of the Code) at the time of the Transaction, the ordering Company shall cause a vote of shareholders to be held to approve the portion of the Transaction Payments that equals or exceeds three times (3x) the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. § 1.280G-1, and the Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all Excess Parachute Payments to such reductionshareholder vote. In no the event will that the CompanyCompany does not cause a vote of shareholder to be held to approve all Excess Parachute Payments, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation provisions set forth in Section 5.7(a) of this Section 8. The Company will use commercially reasonable efforts to cause Agreement shall apply. (c) Unless the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee Executive and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time otherwise agree in writing, any determination required under this section shall be made in writing by the Covered Employee or Company’s independent public accountants (the Company) or such other time “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and the Executive as requested by the Covered Employee Company or the CompanyExecutive. The Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section.

Section 280G. Any provision of the Plan (a) Anything in this agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or benefit a Covered Employee would receive from distribution by the Company and its Subsidiaries to or an acquiror for the benefit of you (whether paid or payable or distributed or distributable pursuant to the Plan terms of this agreement or otherwise otherwise, but determined without regard to any additional payments required under this Section 3) (a “Company 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 Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by you with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then you shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment will be equal to the Higher Amount Excise Tax imposed upon the Company Payments. (defined below). The b) For purposes of determining whether any of the Company Payments and Gross-Up Payments (collectively the “Higher Amount” Total Payments”) will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or and the amount of such Excise Tax, (yi) the largest portion, up to and including Total Payments shall be treated as “parachute payments” within the total, meaning of Section 280G(b)(2) of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxesCode, and the Excise Tax (all computed at the highest applicable marginal rate), results “parachute payments” in Covered Employee’s receipt, on an after-tax basis, excess of the greater economic benefit notwithstanding that all or some portion “base amount” (as defined under Code Section 280G(b)(3) of the Payment may Code) shall be treated as subject to the Excise Tax. If a reduction , unless and except to the extent that, in payments the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Code Section 280G(b)(2)) or benefits constituting tax counsel selected by such accountants (the “Accountants”) such Total Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code. (c) For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay U.S. federal income taxes at the highest marginal rate of U.S. federal income taxation in the calendar year in which the Gross-Up Payment is necessary so to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence for the calendar year in which the Company Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment equals is made (including by reason of any payment the Higher Amountexistence or amount of which cannot be determined at the time of the Gross-Up Payment), reduction will occur the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. (d) The Gross-Up Payment or portion thereof provided for in subsection (c) above shall be paid not later than the thirtieth day following an event occurring which subjects you to the Excise Tax; provided, however, that if the amount of such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Accountant, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection (c) hereof, as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth day after the occurrence of the event subjecting you to the Excise Tax. (e) If any controversy arises between you and the Internal Revenue Service or any state or local taxing authority (a “Taxing Authority”) with respect to the treatment on any return of the Gross-Up Payment, or of any Company Payment, or with respect to any return which a Taxing Authority asserts should show an Excise Tax, including, without limitation, any audit, protest to an appeals authority of a Taxing Authority or litigation (“Controversy”), (i) the Company shall have the right to participate with you in the manner that results in handling of such Controversy, (ii) the greatest economic benefit Company shall have the right, solely with respect to a Controversy, to direct you to protest or contest any proposed adjustment or deficiency, initiate an appeals procedure within any Taxing Authority, commence any judicial proceeding, make any settlement agreement, or file a claim for a Covered Employee. If more than one method refund of reduction will result in tax, and (iii) you shall not take any of such steps without the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering prior written approval of any such reduction. In no event will the Company, which the Company shall not unreasonably withhold. If the Company so elects, you shall be represented in any Subsidiary Controversy by attorneys, accountants, and other advisors selected by the Company, and the Company shall pay the fees, costs and expenses of such attorneys, accountants, or advisors, and any stockholder be liable to any Covered Employee for any amounts not paid tax liability you may incur as a result of such payment. You shall promptly notify the operation Company of any communication with a Taxing Authority, and you shall promptly furnish to the Company copies of any written correspondence, notices, or documents received from a Taxing Authority relating to a Controversy. You shall cooperate fully with the Company in the handling of any Controversy by furnishing the Company any information or documentation relating to or bearing upon the Controversy; provided, however, that you shall not be obligated to furnish to the Company copies of any portion of your tax returns which do not bear upon, and are not affected by, the Controversy. (f) You shall pay over to the Company, with ten (10) days after receipt thereof, any refund you receive from any Taxing Authority of all or any portion of the Gross-Up Payment or Excise Tax, together with any interest you receive from such Taxing Authority on such refund. For purposes of this Section 83, a reduction in your tax liability attributable to the previous payment of the Gross-Up Payment or the Excise Tax shall be deemed to be a refund. The Company will use commercially reasonable efforts If you would have received a refund of all or any portion of the Gross-Up Payment or the Excise Tax, except that a Taxing Authority offset the amount of such refund against other tax liabilities, interest, or penalties, you shall pay the amount of such offset over to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculationsCompany, together with detailed supporting documentationthe amount of interest you would have received from the Taxing Authority if such offset had been an actual refund, to Covered Employee and the Company within fifteen ten (1510) calendar days after receipt of notice from the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or Taxing Authority of such other time as requested by the Covered Employee or the Companyoffset.”

Section 280G. Any provision (a) If any of the Plan payments or benefits received or to be received by the contrary notwithstandingExecutive (including, if without limitation, any payment or benefit benefits received in connection with a Covered Employee would receive from change in control or the Company and its Subsidiaries or an acquiror Executive’s termination of employment, whether pursuant to the Plan terms of this Agreement or any other plan, arrangement or agreement, or otherwise (a the “PaymentBenefit Arrangements”)) (all such payments collectively referred to herein as the “280G Payments”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would, and (ii) but for this sentenceSection 5.8, be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then such Payment will 280G Payments shall be equal reduced in a manner determined by the Company (by the minimum possible amounts) that is consistent with the requirements of Section 409A of the Code until no amount payable to the Higher Amount (defined below). The “Higher Amount” Executive will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’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, unless the Executive would receive a greater after-tax amount by receiving all such 280G Payments without reduction pursuant to the foregoing provisions of this sentence. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata basis. If a reduction change in payments control occurs while the Company does not have stock that is readily tradeable on an established securities market or benefits constituting “parachute payments” is necessary so that otherwise (within the Payment equals meaning of Section 280G of the Higher AmountCode and the regulation thereunder), reduction will occur in upon the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefitExecutive’s request, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will use its commercially reasonable efforts to cause seek and obtain stockholder approval with respect to any 280G Payments so that the Excise Tax would not apply thereto. (b) All calculations and determinations under this Section 5.8 shall be made by an independent accounting firm or law firm engaged independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 5.8, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 5.8. The Company shall bear all costs the determinations hereunder to provide Tax Counsel may reasonably incur in connection with its calculations, together with detailed supporting documentation, to Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companyservices.

Section 280G. Any Notwithstanding any other provision in this Agreement, in the event that it is determined (by the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the applicable Change in Control (the “Accountant”)) that the aggregate amount of the Plan payments, distributions, benefits and entitlements of any type payable by Employer or any affiliate to or for the contrary notwithstandingbenefit of Employee (including any payment, if distribution, benefit or entitlement made by any payment person or benefit entity effecting a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”) would (i) constitute a Change in Control), in each case, that could be considered “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (such payments, and (iithe “Parachute Payments”) that, but for this sentenceSection 4 would be payable to Employee, exceeds the greatest amount of Parachute Payments that could be subject paid to the Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the “Excise Tax”), then such Payment will be equal the aggregate amount of Parachute Payments payable to Employee shall not exceed the Higher Amount (defined below). The “Higher Amount” will be either (x) amount which produces the largest portion of the Payment that would result in no portion of the Payment being subject greatest after-tax benefit to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, Employee after taking into account all applicable federalany Excise Tax to be payable by Employee. For the avoidance of doubt, state and local employment taxesthis provision shall reduce the amount of Parachute Payments otherwise payable to Employee, income taxes, and if doing so would place Employee in a more favorable net after-tax economic position as compared with not reducing the amount of Parachute Payments (taking into account the Excise Tax (all computed at the highest applicable marginal ratepayable in respect of such Parachute Payments), results in Covered Employee’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 payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced Parachute Payments will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with by first reducing amounts considered to be nonqualified deferred compensation subject to Section 409A includingof the Code (“Section 409A”); provided that, but not limited to, the ordering of any such reduction. In in no event will may the Company, any Subsidiary or any stockholder Parachute Payments be liable reduced in a manner that would subject Employee to any Covered Employee for any amounts not paid as a result of the operation of this additional taxation under Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Company.409A.

Section 280G. Any provision of the Plan to the contrary notwithstanding, if (a) If any payment or benefit a Covered Employee (including payments and benefits pursuant to the Agreement) that Executive would receive in connection with a Change in Control from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “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 such the Company shall cause to be determined, before any amounts of the Transaction Payment will be equal are paid to Executive, which of the Higher Amount (defined below). The “Higher Amount” will 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 Transaction Payments notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment being may be subject to the Excise Tax Tax: (1) payment in full of the entire amount of the Transaction Payments (a “Full Payment”), or (y2) payment of only a portion of the Transaction Payments 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, after taking the Company shall cause to be taken into account all applicable federal, state state, local and local foreign income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, net of the greater economic benefit notwithstanding that all or some maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the forfeited portion of the Payment may be subject to the Excise Tax. If a Full Payment, and (y) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered EmployeeExecutive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, if such reduction would result in any reduction shall comply with portion of the Transaction Payments being subject to penalties pursuant to Section 409A includingthat would not otherwise be subject to such penalties, but then the reduction method shall be modified so as to avoid the imposition of penalties pursuant to Section 409A as follows: (A) Transaction Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Transaction Payments that are not limited to, contingent on future events; and (B) Transaction Payments that are “deferred compensation” within the ordering meaning of Section 409A shall be reduced (or eliminated) before Transaction Payments that are not deferred compensation within the meaning of Section 409A. In the event that acceleration of vesting of any equity compensation awards is to be reduced, such reductionacceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company, any Subsidiary Company or any stockholder be liable to any Covered Employee Executive for any amounts not paid as a result of the operation of this Section 8provision. (b) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Exhibit B. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company will use commercially reasonable efforts shall bear all expenses with respect to cause the accounting or law determinations by such professional firm required to be made hereunder. (c) The professional firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company and Executive within fifteen (15) calendar days a reasonable period after the date on which the Covered EmployeeExecutive’s right to a Transaction Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as reasonably requested by the Covered Employee Company or Executive. If the Companyprofessional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive. (d) Notwithstanding the foregoing, if the Company is privately held as of immediately prior to a Change in Control and it is deemed necessary by the Company to avoid any potential imposition of the adverse tax results provided for by Sections 280G and 4999 of the Code, then as a

Section 280G. Any provision (a) Officer shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Plan to Code (such excise tax being the contrary notwithstanding“Excise Tax”); provided, if however, that any payment or benefit a Covered Employee would receive from received or to be received by Officer, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company and its Subsidiaries or an acquiror pursuant to affiliate of Company (collectively, the Plan or otherwise (a “PaymentPayments”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, shall be subject reduced to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment extent necessary so that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may thereof shall be subject to the Excise Tax. If a , but only if, by reason of such reduction, the net after-tax benefit Officer receives shall exceed the net after-tax benefit that Officer would receive if no such reduction in payments was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Officer receives or benefits constituting is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Officer with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Officer (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Officer and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change of Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Officer and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Officer with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Officer, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Payment equals Excise Tax, and the Higher Amount, reduction will occur Company shall pay such reduced amount to Officer. Officer shall at any time have the unilateral right to forfeit any equity award in the manner that results whole or in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as part. (e) As a result of the operation uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 87, it is possible that amounts will have been paid or distributed to Officer that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Officer (collectively, the “Underpayments”). The If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Officer or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Officer must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Officer to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Officer is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will 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 Covered Employee notify Officer and the Company within fifteen of that determination, and the Company will promptly pay the amount of that Underpayment to Officer without interest. (15f) calendar days after Officer and the date on which Company will provide the Covered Employee’s right 280G Firm access to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time and copies of any books, records, and documents in their possession as reasonably requested by the Covered Employee or 280G Firm, and otherwise cooperate with the Company280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. Any Notwithstanding any other provision of the Plan this Agreement or any other plan, arrangement or agreement to the contrary notwithstandingcontrary, if (1) Employee is a “Disqualified Individual” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended, and any payment applicable regulations thereunder (“Section 280G”)) and (2) any of the payments or benefits provided or to be provided by the Company or its affiliates to Employee or for the Employee’s benefit a Covered pursuant to the terms of this Agreement or otherwise, individually or together with any other payments which Employee would has the right to receive from the Company and its Subsidiaries or an acquiror pursuant to the Plan or otherwise (a “Payment”) Company, would (i) constitute a “parachute payment” within the meaning of Section 280G of (the Code“Parachute Payment(s)”) and would, and (ii) but for this sentenceSection 24, be subject to the excise tax imposed by under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payment will the total amounts received by Employee from the Company which constitute Parachute Payments shall be equal reduced in a manner determined by the Company that is consistent with the requirements of Section 409A to an amount equal, in the Higher Amount aggregate, to one dollar (defined below). The “Higher Amount” will be either $1.00) less than three (x3) times the largest portion Employee’s base amount within the meaning of the Payment Section 280G, so that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may Parachute Payments received by Employee shall be subject to the Excise Tax. If , if and only if such reduction produces a reduction better net after-tax position (taking into account any applicable Excise Tax and any applicable income tax) than if the total payments owed to Employee were paid in payments or benefits constituting “parachute payments” is necessary so that full and subject to the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will 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 Covered Employee and the Company within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that time by the Covered Employee or the Company) or such other time as requested by the Covered Employee or the Companytax.