Common use of Section 280G Clause in Contracts

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reducedany stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section. 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 will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, such reduction shall occur in reverse order beginning with the payments and benefits which are Company will appoint a nationally recognized tax firm to be paid furthest away in time. All make the determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999hereunder. The Company will bear all expenses with respect to the costs determinations by such firm required to be made hereunder. If the tax firm determines that no Excise Tax is payable with respect to a Payment, either before or after the accounting application of the Reduced Amount, it will furnish the Company and Executive with documentation that no Excise Tax is reasonably likely to be imposed with respect to such Payment. Any good faith determinations of the tax firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination made hereunder will be final, binding on both Executive and conclusive upon the Company absent manifest errorand Executive.

Section 280G. Notwithstanding anything contained in If any payment or benefit that the Executive may receive following a change of control of either of the Companies or any of their Affiliates, the Executive’s termination of employment, or otherwise, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the Executive’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of outstanding equity awards, ; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In grant of the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timeExecutive’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment5(f) will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompanies (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Companies and the Executive for all purposes. For purposes of making the calculations and determinations required by this sectionSection 5(f), the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999. The Company will bear Section 4999 of the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorCode.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that any of the severance payments and other benefits provided pursuant by this Agreement or otherwise payable to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), a) constitute “parachute payments” within the meaning of Code Section 280GG of the Code, and, and (b) but for this Section 47, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments Executive’s severance payments and benefits under this Agreement or otherwise shall be made to Executive payable either (i) in full or (ii) as to in such lesser amount as which would result in no portion of the Payments such severance payments or benefits being subject to the Excise Tax (a “Reduced Payment”)Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax, results in the receipt by Executive’s receipt , on an after-tax basis, of the greatest amount of benefitsseverance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of the Payments such severance payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment is to Any reduction in the severance payments and benefits required by this Section 7 shall be made under this section, reduction of Payments will occur in the following order: (i) reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then ; (ii) reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. The calculations and establishment of assumptions in this Section 7 will be performed by a professional tax firm engaged by the Company as of the day prior to the CiC Date. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company shall appoint a nationally recognized tax firm to make the determinations required by this Section 7. The Company shall bear all expenses with respect to the determinations by such firm required to be reducedmade by this Section 7. The Company and Executive shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and Executive as soon as practicable following its engagement. Any good faith determinations of the tax firm made hereunder shall be final, binding and conclusive upon the Company and Executive. However, the Executive shall have the final authority to make any good faith determination(s) associated with the assumptions used by the tax firm in providing its calculations, and such acceleration good faith determination by the Executive shall be binding on the Company. As a result of vesting will be cancelled the uncertainty in the reverse order application of Sections 409A, 280G or 4999 of the date Code at the time of grantthe initial determination by the professional tax firm described in this Section 7, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that an Excise Tax greater than that amount, if any, determined by such professional firm for the purposes of this Section 7 is due (the “Additional Excise Tax”). Executive shall notify the Company in writing of any claim by the IRS or other agency that, if successful, would require payment of Additional Excise Tax. Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to payments made or due to Executive. The Company shall pay all reasonable fees, expenses and penalties of Executive relating to a claim by the IRS or other agency. In the event it is finally determined that cash payments or other benefits are reduced, such a further reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations would have been required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether 7 to make place Executive in a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this sectionbetter after-tax position, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and shall repay the Company absent manifest errorsuch amount within 30 days thereof in order to effect such result.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that any of the severance payments and other benefits provided pursuant by this Agreement or otherwise payable to this Agreement, together with all other payments and benefits received or to be received by the Executive (“Payments”), a) constitute “parachute payments” within the meaning of Code Section 280GG of the Code, and, and (b) but for this Section 47, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments Executive’s severance payments and benefits under this Agreement or otherwise shall be made to Executive payable either (i) in full or (ii) as to in such lesser amount as which would result in no portion of the Payments such severance payments or benefits being subject to the Excise Tax (a “Reduced Payment”)Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax, results in the receipt by the Executive’s receipt , on an after-tax basis, of the greatest amount of benefitsseverance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of the Payments such severance payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment is to Any reduction in the severance payments and benefits required by this Section 7 shall be made under this section, reduction of Payments will occur in the following order: (i) reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then ; (ii) reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to the Executive. The calculations and establishment of assumptions in this Section 7 will be performed by a professional tax firm engaged by the Company as of the day prior to the applicable CiC Date. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company shall appoint a nationally recognized tax firm to make the determinations required by this Section 7. The Company shall bear all expenses with respect to the determinations by such firm required to be reducedmade by this Section 7. The Company and the Executive shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and the Executive as soon as practicable following its engagement. Any good faith determinations of the tax firm made hereunder shall be final, binding and conclusive upon the Company and the Executive. However, the Executive shall have the final authority to make any good faith determination(s) associated with the assumptions used by the tax firm in providing its calculations, and such acceleration good faith determination by the Executive shall be binding on the Company. As a result of vesting will be cancelled the uncertainty in the reverse order application of Sections 409A, 280G or 4999 of the date Code at the time of grantthe initial determination by the professional tax firm described in this Section 7, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that an Excise Tax greater than that amount, if any, determined by such professional firm for the purposes of this Section 7 is due (the “Additional Excise Tax”). The Executive shall notify the Company in writing of any claim by the IRS or other agency that, if successful, would require payment of Additional Excise Tax. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to payments made or due to the Executive. The Company shall pay all reasonable fees, expenses and penalties of the Executive relating to a claim by the IRS or other agency. In the event it is finally determined that cash payments or other benefits are reduced, such a further reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations would have been required to be made under this Section 4 (including whether any of 7 to place the Payments are parachute payments and whether to make Executive in a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this sectionbetter after-tax position, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and shall repay the Company absent manifest errorsuch amount within 30 days thereof in order to effect such result.

Section 280G. Notwithstanding anything contained in If any payment or benefit that the Executive may receive following a change of control of the Company, the Executive’s termination of employment, or otherwise, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the Executive’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of outstanding equity awards, ; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In grant of the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timeExecutive’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment9(i) will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (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 sectionSection 9(i), the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999Section 4999 of the Code. The Company will shall bear all costs the costs that the accounting firm Tax Counsel may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorits services.

Section 280G. Notwithstanding anything contained in (a) If the aggregate of all amounts and benefits due to the Executive under this Agreement to or any other plan, program, agreement or arrangement of the contraryCompany or any of its Affiliates, in the event that the payments and benefits provided pursuant to this Agreementwhich, together with all other payments and benefits received or to be if received by the Executive (“Payments”)in full, would constitute “parachute payments” within the meaning of Code as such term is defined in and under Section 280GG of the Code (collectively, and“Change of Control Benefits”), but for this Section 4reduced by all Federal, would be subject to state and local taxes applicable thereto, including the excise tax imposed by Code pursuant to Section 4999 (of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three times the Executive’s “Excise Tax”)base amount,” as defined in and determined under Section 280G of the Code, then the Payments such Change of Control Benefits shall be made to Executive either (i) in full reduced or (ii) as to such lesser amount as would result in no portion of the Payments being subject eliminated to the Excise Tax (a “Reduced Payment”), whichever extent necessary so that the Change of Control Benefits received by the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxExecutive will not constitute parachute payments. If a Reduced Payment reduction in the Change of Control Benefits is to be made under this sectionnecessary, reduction of Payments will shall occur in the following order unless the Executive elects in writing a different order: , subject to the Company’s consent (which consent shall not be unreasonably withheld): first, a reduction of cash paymentspayments not attributable to equity awards which vest on an accelerated basis; second, then the cancellation of equity-based payments and accelerated vesting of equity stock awards; third, and then the reduction of employee benefits. ; and fourth, a reduction in any other “parachute payments.” If accelerated acceleration of vesting of equity awards stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive’s stock awards unless the Executive elects in writing a different order for cancellation. (b) It is possible that after the determinations and selections made pursuant to Section 13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to as an “Excess Payment” or “Underpayment”, respectively). In If there is an Excess Payment, the event that cash payments or other benefits are reduced, such reduction Executive shall occur in reverse order beginning promptly repay the Company an amount consistent with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 13.2. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this Section 13.2. (including whether any of the Payments are parachute payments and whether c) The determinations with respect to make a Reduced Payment) will this Section 13.2 shall be made by an independent accounting firm selected auditor (the “Auditor”) compensated by the Company. For purposes The Auditor shall be the Company’s regular independent auditor, unless the Executive objects to the use of making that firm, in which event the calculations required by this section, the Auditor shall be a nationally-recognized United States public accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated chosen by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorand approved by the Executive (which approval shall not be unreasonably withheld or delayed).

Section 280G. Notwithstanding anything contained (a) If any payments and other benefits provided for in this Agreement to or otherwise (collectively, the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”)) would, either separately or in the aggregate, constitute “parachute payments” within the meaning of Code Section 280G, G of the Code and, but for this Section 43.6, would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments shall will be made payable to Executive either (i) in full or (ii) as to in such lesser amount amounts as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”)result, whichever of the foregoing amounts, after taking into account the applicable federal, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999, results in Executive’s receipt on an after-tax basis, basis of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayments. If a Reduced Payment reduction in Payments is required pursuant to this Section 3.6, Payments shall be made under this section, reduction of Payments will occur reduced in the following order: (i) reduction or elimination of cash severance benefits that are subject to Section 409A of the Code; (ii) reduction or elimination of cash severance benefits that are not subject to Section 409A of the Code; (iii) cancellation or reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is that are not stock options or stock appreciation rights; (iv) cancellation or reduction of accelerated vesting of stock options and stock appreciation rights; and (v) reduction or elimination of other Payments. Any reduction of cash severance benefits or other cash Payments shall be made 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, such acceleration . Any reduction of accelerated vesting will of equity award compensation shall be cancelled made in the reverse order of the date of grantgrant so that the accelerated vesting of the most recently granted equity award will be reduced first. In no event shall Executive have any discretion with respect to the event that cash payments ordering of payment or other benefits are reduced, such reduction shall occur in reverse order beginning with reductions. Executive will be solely responsible for the payment of all personal tax liability incurred as a result of the payments and benefits which are to received under this Agreement, and Executive will not be paid furthest away in time. reimbursed by the Company for any such tax liability. (b) All calculations and determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will 3.6 shall be made by an independent accounting firm selected or independent tax counsel appointed by the CompanyCompany (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and Executive for all purposes. For purposes of making the calculations and determinations required by this sectionSection 3.6, the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G and 4999Section 4999 of the Code. The Company will and 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 3.6. The Company shall bear all costs the costs that the accounting firm Tax Counsel may reasonably incur in connection with the calculations contemplated by this Section 4its services hereunder. The accounting firm’s determination Company will be binding on both have no liability to Executive and for the Company absent manifest errordeterminations of the Tax Counsel.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in (i) In the event that the Grantee becomes entitled to payments and or benefits provided pursuant to under this Agreement, together with all the Plan and/or any other payments or benefits by reason of a “change of control” as defined in Section 280G of the Code and benefits received or to be received by Executive regulations thereunder (collectively, the “Payments”), and any such Payment would constitute an “excess parachute paymentspayment” within the meaning of Code Section 280G280G(b)(1) of the Code, and, but for this Section 4, or would otherwise be subject to the excise tax imposed by Code under Section 4999 of the Code, or any similar federal or state law (the an “Excise Tax”), then as determined by an independent certified public accounting firm selected by the Company (the “Accounting Firm”), the amount of the Grantee’s Payments shall be made limited to Executive either (i) the largest amount payable, if any, that would not result in full or the imposition of any Excise Tax to the Grantee, but only if, notwithstanding such limitation, the total Payments, net of all taxes imposed on the Grantee with respect thereto, would be greater if no Excise Tax were imposed. (ii) as to such lesser amount as would result If a reduction in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this sectionnecessary, reduction of Payments will shall occur in the following order: first, a reduction of cash paymentspayments not attributable to equity awards which vest on an accelerated basis; second, then the cancellation of equity-based payments and accelerated vesting of equity stock awards; third, and then the reduction of employee benefits; and fourth, a reduction in any other “parachute payments” (as defined in Section 280G of the Code). If accelerated acceleration of vesting of equity awards stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant. In grant of the event that cash payments or other benefits are reducedGrantee’s stock awards, such reduction and the acceleration of the vesting of full shares shall occur in reverse order beginning with be cancelled before the payments and benefits which are to be paid furthest away in time. acceleration of the vesting of options. (iii) All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment12(d) will be made by an independent accounting firm selected the Accounting Firm. Any determination by the Company. For purposes of making Accounting Firm will be binding upon the calculations required by this section, Company and the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999Grantee. The Company will bear fees and expenses of the costs that the accounting firm may reasonably incur Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 4. The accounting firm’s determination will 12 shall be binding on both Executive and borne by the Company absent manifest errorCompany.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in (a) In the event that the payments severance and other benefits provided pursuant for in this Agreement or otherwise payable to this Agreement, together with all other payments and benefits received or to be received by Executive Employee (“Payments”), i) constitute “parachute payments” within the meaning of Code Section 280GG of the Code, and, but for this Section 4, and (ii) would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments shall Employee’s benefits under this Agreement will be made to Executive either either (i1) delivered in full or full, or (ii2) delivered as to such lesser amount as extent which would result in no portion of the Payments such benefits being subject to the Excise Tax (a “Reduced Payment”)Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in Executive’s the receipt by Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment is to be made under Any reduction in payments and/or benefits required by this section, reduction of Payments Section 9 will occur in the following order: (1) reduction of cash payments, then cancellation ; (2) reduction of equity-based payments and accelerated vesting acceleration of equity awards, ; and then (3) reduction of employee benefitsother benefits paid or provided to Employee. If accelerated In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant for Employee’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will Employee exercise any discretion with respect to the event that cash ordering of any reductions of payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 9. (including whether b) Unless the Company and Employee otherwise agree in writing, any of the Payments are parachute payments and whether to make a Reduced Payment) determination required under this Section 9 will be made in writing by an the Company’s independent public accountants or a national “Big Four” accounting firm selected by the CompanyCompany (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this sectionSection 9, the accounting firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyreasonable, good faith interpretations concerning the application of Code Sections Section 280G and 49994999 of the Code. The Company and Employee will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the costs that the accounting firm Accountants may reasonably incur in connection with the any calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error9.

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For the avoidance of doubt, the Payments shall include acceleration of vesting of equity awards granted by TuSimple that vest based on service to TuSimple and that accelerate in connection with a Change in Control of TuSimple, but only to the extent such acceleration of vesting is deemed a parachute payment with respect to a Change in Control of TuSimple. (b) For purposes of determining whether to make a Reduced Payment, if applicable, TuSimple shall cause to be taken into account all federal, state and local income and employment taxes and excise taxes applicable to the Executive (including the Excise Tax). If a Reduced Payment is to be made under this sectionmade, reduction of TuSimple shall reduce or eliminate the Payments will occur in the following order, unless (to the extent permitted by Section 409A of the Code) Executive elects to have the reduction in payments applied in a different order: (1) cancellation of accelerated vesting of options with no intrinsic value, (2) reduction of cash payments, then (3) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than options, (4) cancellation of accelerated vesting of options with intrinsic value and (5) reduction of other benefits paid to the Executive. In the event that acceleration of vesting is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive’s equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and or benefits which are to be paid furthest away farthest in timetime from the date of the determination. For avoidance of doubt, an option will be considered to have no intrinsic value if the exercise price of the shares subject to the option exceeds the fair market value of such shares. (c) All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an a nationally recognized independent accounting firm selected by the CompanyTuSimple. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company TuSimple will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company TuSimple absent manifest error. (d) As a result of uncertainty in the application of Sections 4999 and 280G of the Code at the time of the initial determination by the accounting firm hereunder, it is possible that payments will have been made by TuSimple which should not have been made (an “Overpayment”) or that additional payments which will not have been made by TuSimple could have been made (an “Underpayment”), consistent in each case with the calculation of whether and to what extent a Reduced Payment shall be made hereunder. In either event, the accounting firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the event that the accounting firm determines that an Overpayment has occurred, the Executive shall promptly repay, or transfer, to TuSimple the amount of any such Overpayment; provided, however, that no amount shall be payable, or transferable, by the Executive to TuSimple if and to the extent that such payment or transfer would not reduce the amount that is subject to taxation under Section 4999 of the Code. In the event that the accounting firm determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by TuSimple to or for the benefit of the Executive, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code. (e) If this Section 4 is applicable with respect to an Executive’s receipt of a Reduced Payment, it shall supersede any contrary provision of any plan, arrangement or agreement governing the Executive’s rights to the Payments.

Section 280G. Notwithstanding anything contained in (a) If the aggregate of all amounts and benefits (if any) due to the Executive under this Agreement to or any other plan, program, agreement or arrangement of the contraryCompany or any of its Affiliates, in the event that the payments and benefits provided pursuant to this Agreementwhich, together with all other payments and benefits received or to be if received by the Executive (“Payments”)in full, would constitute “parachute payments” within the meaning of Code as such term is defined in and under Section 280GG of the Code (collectively, and“Change of Control Benefits”), but for this Section 4reduced by all Federal, would be subject to state and local taxes applicable thereto, including the excise tax imposed by Code pursuant to Section 4999 (of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three times the Executive’s “Excise Tax”)base amount,” as defined in and determined under Section 280G of the Code, then the Payments such Change of Control Benefits shall be made to Executive either (i) in full reduced or (ii) as to such lesser amount as would result in no portion of the Payments being subject eliminated to the Excise Tax (a “Reduced Payment”), whichever extent necessary so that the Change of Control Benefits received by the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxExecutive will not constitute parachute payments. If a Reduced Payment reduction in the Change of Control Benefits is to be made under this sectionnecessary, reduction of Payments will shall occur in the following order unless the Executive elects in writing a different order: , subject to the Company’s consent (which consent shall not be unreasonably withheld): first, a reduction of cash paymentspayments not attributable to equity awards which vest on an accelerated basis; second, then the cancellation of equity-based payments and accelerated vesting of equity stock awards; third, and then the reduction of employee benefits. , if any; and fourth, a reduction in any other “parachute payments.” If accelerated acceleration of vesting of equity awards stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive’s stock awards unless the Executive elects in writing a different order for cancellation. (b) It is possible that after the determinations and selections made pursuant to Section 13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to as an “Excess Payment” or “Underpayment”, respectively). In If there is an Excess Payment, the event that cash payments or other benefits are reduced, such reduction Executive shall occur in reverse order beginning promptly repay the Company an amount consistent with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 13.2. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this Section 13.2. (including whether any of the Payments are parachute payments and whether c) The determinations with respect to make a Reduced Payment) will this Section 13.2 shall be made by an independent accounting firm selected auditor (the “Auditor”) compensated by the Company. For purposes The Auditor shall be the Company’s regular independent auditor, unless the Executive objects to the use of making that firm, in which event the calculations required by this section, the Auditor shall be a nationally-recognized United States public accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated chosen by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorand approved by the Executive (which approval shall not be unreasonably withheld or delayed).

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For the avoidance of doubt, the Payments shall include acceleration of vesting of equity awards granted by the Company that vest based on service to the Company and that accelerate in connection with a Change in Control of the Company, but only to the extent such acceleration of vesting is deemed a parachute payment with respect to a Change in Control of the Company. (b) For purposes of determining whether to make a Reduced Payment, if applicable, the Company shall cause to be taken into account all federal, state and local income and employment taxes and excise taxes applicable to the Executive (including the Excise Tax). If a Reduced Payment is to be made under this sectionmade, reduction of the Company shall reduce or eliminate the Payments will occur in the following order, unless (to the extent permitted by Section 409A of the Code) Executive elects to have the reduction in payments applied in a different order: (1) cancellation of accelerated vesting of options with no intrinsic value, (2) reduction of cash payments, then (3) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than options, (4) cancellation of accelerated vesting of options with intrinsic value and (5) reduction of other benefits paid to the Executive. In the event that acceleration of vesting is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive’s equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and or benefits which are to be paid furthest away farthest in timetime from the date of the determination. For avoidance of doubt, an option will be considered to have no intrinsic value if the exercise price of the shares subject to the option exceeds the fair market value of such shares. (c) All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an a nationally recognized independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error. (d) As a result of uncertainty in the application of Sections 4999 and 280G of the Code at the time of the initial determination by the accounting firm hereunder, it is possible that payments will have been made by the Company which should not have been made (an “Overpayment”) or that additional payments which will not have been made by the Company could have been made (an “Underpayment”), consistent in each case with the calculation of whether and to what extent a Reduced Payment shall be made hereunder. In either event, the accounting firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the event that the accounting firm determines that an Overpayment has occurred, the Executive shall promptly repay, or transfer, to the Company the amount of any such Overpayment; provided, however, that no amount shall be payable, or transferable, by the Executive to the Company if and to the extent that such payment or transfer would not reduce the amount that is subject to taxation under Section 4999 of the Code. In the event that the accounting firm determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code. (e) If this Section 4 is applicable with respect to an Executive’s receipt of a Reduced Payment, it shall supersede any contrary provision of any plan, arrangement or agreement governing the Executive’s rights to the Payments.

Section 280G. Notwithstanding anything contained in (a) If the aggregate of all amounts and benefits due to the Executive under this Agreement to or any other plan, program, agreement or arrangement of the contraryCompany or any of its Affiliates, in the event that the payments and benefits provided pursuant to this Agreementwhich, together with all other payments and benefits received or to be if received by the Executive (“Payments”)in full, would constitute “parachute payments” within the meaning of Code as such term is defined in and under Section 280GG of the Code (collectively, and“Change of Control Benefits”), but for this Section 4reduced by all Federal, would be subject to state and local taxes applicable thereto, including the excise tax imposed by Code pursuant to Section 4999 (of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three times the Executive’s “Excise Taxbase amount”), as defined in and determined under Section 280G of the Code, then the Payments such Change of Control Benefits shall be made to Executive either (i) in full reduced or (ii) as to such lesser amount as would result in no portion of the Payments being subject eliminated to the Excise Tax (a “Reduced Payment”), whichever extent necessary so that the Change of Control Benefits received by the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxExecutive will not constitute parachute payments. If a Reduced Payment reduction in the Change of Control Benefits is to be made under this sectionnecessary, reduction of Payments will shall occur in the following order unless the Executive elects in writing a different order: , subject to the Company’s consent (which consent shall not be unreasonably withheld): first, a reduction of cash paymentspayments not attributable to equity awards which vest on an accelerated basis; second, then the cancellation of equity-based payments and accelerated vesting of equity stock awards; third, and then the reduction of employee benefits; and fourth, a reduction in any other “parachute payments”. If accelerated acceleration of vesting of equity awards stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive’s stock awards unless the Executive elects in writing a different order for cancellation. (b) It is possible that after the determinations and selections made pursuant to Section 13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to as an “Excess Payment” or “Underpayment”, respectively). In If there is an Excess Payment, the event that cash payments or other benefits are reduced, such reduction Executive shall occur in reverse order beginning promptly repay the Company an amount consistent with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 13.2. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this Section 13.2. (including whether any of the Payments are parachute payments and whether c) The determinations with respect to make a Reduced Payment) will this Section 13.2 shall be made by an independent accounting firm selected auditor (the “Auditor”) compensated by the Company. The Auditor shall be the Company’s regular independent auditor, unless the Executive objects to the use of that firm, in which event the Auditor shall be a nationally-recognized United States public accounting firm chosen by the Company and approved by the Executive (which approval shall not be unreasonably withheld or delayed). For purposes of making the calculations required by this sectionAgreement, the accounting firm may make reasonable assumptions term “Code” shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder and approximations concerning applicable taxes and may rely on reasonablyany reference to a particular section of the Code shall include any provision that modifies, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorreplaces or supersedes such section.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event If it is determined that the payments and benefits provided pursuant amounts payable to your under this Agreement, when considered together with all any other payments and benefits received or amounts payable to be received by Executive you as a result of a Change of Control (collectively, the “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made equal to Executive the Reduced Amount. The “Reduced Amount” shall be either (ix) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced y) the largest portion, up to and including the total, of the Payment”), whichever of the foregoing amountsamount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in Executive’s receipt your receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then cancellation ; reduction of equity-based payments and accelerated vesting of equity awards, and then stock options; reduction of employee benefits. If accelerated In the event that acceleration of vesting of equity awards stock option compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant. In The accounting firm engaged by the event that cash payments Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or other benefits are reducedauditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations accounting firm required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Reduced PaymentPayment is triggered (if requested at that time by you or the Company) will be made or such other time as requested by an independent accounting firm selected by you or the Company. For purposes If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of making the calculations 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 by 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 accounting firm may make reasonable assumptions 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 approximations concerning applicable taxes and may rely on reasonably(iii) you pay the Excise Tax, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and then the Company absent manifest errorshall 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. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are any stockholder be liable to be Executive for any amounts not paid furthest away in time. All determinations required to be made under this Section 4 (including whether any as a result of the Payments are parachute payments and whether operation of this Section. 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 will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, the Company will appoint a nationally recognized tax firm to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.determinations required

Section 280G. Notwithstanding anything contained in (a) If the aggregate of all amounts and benefits due to the Executive under this Agreement to or any other plan, program, agreement or arrangement of the contraryCompany or any of its Affiliates, in the event that the payments and benefits provided pursuant to this Agreementwhich, together with all other payments and benefits received or to be if received by the Executive (“Payments”)in full, would constitute “parachute payments,” within the meaning of Code as such term is defined in and under Section 280GG of the Code (collectively, and“Change of Control Benefits”), but for this Section 4reduced by all Federal, would be subject to state and local taxes applicable thereto, including the excise tax imposed by Code pursuant to Section 4999 (of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three times the Executive's “Excise Tax”)base amount,” as defined in and determined under Section 280G of the Code, then the Payments such Change of Control Benefits shall be made to Executive either (i) in full reduced or (ii) as to such lesser amount as would result in no portion of the Payments being subject eliminated to the Excise Tax (a “Reduced Payment”), whichever extent necessary so that the Change of Control Benefits received by the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxExecutive will not constitute parachute payments. If a Reduced Payment reduction in the Change of Control Benefits is to be made under this sectionnecessary, reduction of Payments will shall occur in the following order unless the Executive elects in writing a different order: , subject to the Company’s consent (which consent shall not be unreasonably withheld): first, a reduction of cash paymentspayments not attributable to equity awards which vest on an accelerated basis; second, then the cancellation of equity-based payments and accelerated vesting of equity stock awards; third, and then the reduction of employee benefits. ; and fourth, a reduction in any other “parachute payments.” If accelerated acceleration of vesting of equity awards stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive's stock awards unless the Executive elects in writing a different order for cancellation. (b) It is possible that after the determinations and selections made pursuant to Section 13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). In If there is an Excess Payment, the event that cash payments or other benefits are reduced, such reduction Executive shall occur in reverse order beginning promptly repay the Company an amount consistent with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 13.2. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this Section 13.2. (including whether any of the Payments are parachute payments and whether c) The determinations with respect to make a Reduced Payment) will this Section 13.2 shall be made by an independent accounting firm selected auditor (the “Auditor”) compensated by the Company. For purposes The Auditor shall be the Company’s regular independent auditor, unless the Executive objects to the use of making that firm, in which event the calculations required by this section, the Auditor shall be a nationally-recognized United States public accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated chosen by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorand approved by the Executive (which approval shall not be unreasonably withheld or delayed).

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are any stockholder be liable to be Executive for any amounts not paid furthest away in time. All determinations required to be made under this Section 4 (including whether any as a result of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting operation of this Section. The professional firm selected engaged by the Company. For Company for general tax purposes as of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.day

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that the any payments and or benefits provided pursuant otherwise payable to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), i) constitute “parachute payments” within the meaning of Code Section 280GG of the Code of the U.S. Internal Revenue Code of 1986, andas amended (the “Code”), and (ii) but for this Section 46(i), would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments shall such payments and benefits will be made to Executive either (ix) delivered in full full, or (iiy) delivered as to such lesser amount as extent that would result in no portion of the Payments such payments and benefits being subject to excise tax under Section 4999 of the Excise Tax (a “Reduced Payment”)Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in Executive’s the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments such payments and benefits may be subject taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(i) will be made in writing by a nationally-recognized accounting firm selected jointly by the Company and Executive (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6(i), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive agree to furnish to the Excise Tax. If Accountants such information and documents as the Accountants may reasonably request in order to make a Reduced Payment is to be made determination under this section, provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction of Payments in payments and/or benefits required by this provision will occur in the following order: (1) reduction of cash payments, then cancellation ; (2) reduction of vesting acceleration of equity-based payments awards; and accelerated (3) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity equity-based awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant for equity-based awards. In If two or more equity-based awards are granted on the event that cash payments or other benefits are reducedsame date, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) each award will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely reduced on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errora pro-rata basis.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in (i) [In the event that any payments to which the payments and benefits provided pursuant to Grantee becomes entitled in accordance with this AgreementPlan, together or in connection with all other payments and benefits received any plans or to be received by Executive programs covering the Grantee (“Payments”), would otherwise be deemed to constitute “parachute payments” within the meaning of Code Section 280GG of the Code (each one, a “Parachute Payment”) and, but for this Section 43(c), would be subject to the excise tax imposed by Code under Section 4999 of the Code (the “Excise Tax”), then the Payments Company shall cause to be determined, before any amounts of the Payment are paid to the Grantee, which of the following two alternative forms of payment shall be made paid to Executive either the Grantee: (iA) payment in full of the entire amount of the Payment (a “Full Payment”), or (iiB) as to such lesser amount as would result in no portion payment of only a part of the Payments being subject to Payment so that the Grantee receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever of . A Full Payment shall be made in the foregoing amounts, taking into account applicable federal, state and local income taxes and event that the Excise Tax, results in Executive’s receipt amount received by the Grantee on an a net after-tax basis, of basis is greater than what would be received by the greatest amount of benefits, notwithstanding that all or some portion of Grantee on a net after-tax basis if the Payments may Reduced Payment were made; otherwise a Reduced Payment shall be subject to the Excise Taxmade. If a Reduced Payment is made, (1) the Payment shall be paid only to be made the extent permitted under this sectionthe Reduced Payment alternative, and the Grantee shall have no rights to any additional payments and/or benefits constituting the Payment, and (2) reduction of Payments will in payments and/or benefits shall occur in the following order: (I) reduction of cash payments, then ; (II) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction awards other than stock options; (III) cancellation of employee benefits. If accelerated vesting of stock options; and (IV) reduction of other benefits paid to the Grantee. In the event that acceleration of compensation from the Grantee’s equity awards is to be reduced, such acceleration of vesting will shall be cancelled canceled in the reverse order of the date of grant. .] (i) [In the event that cash any payments or other benefits to which the Grantee becomes entitled in accordance with this Plan (“Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code (each one, a “Parachute Payment”) and are reducedsubject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), such reduction then the Company shall occur in reverse order beginning with pay to the payments and benefits which are Grantee, no later than the time the Excise Tax is required to be paid furthest away by the Grantee or withheld by the Company, an additional amount (the “Gross-up Payment”) equal to the sum of the Excise Tax payable by the Grantee on the Payment, plus the amount necessary to put the Grantee in timethe same after-tax position (taking into account any and all applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax and any income and employment taxes imposed on the Gross-up Payment)) that the Grantee would have been in if the Grantee had not incurred any tax liability under Section 4999 of the Code with respect to the Payment. All determinations Any determination required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment3(c) will shall be made in writing in good faith by an a reputable independent accounting firm selected by the Company. For purposes of making Company (the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999“Accountants”). The Company will bear and each Grantee shall provide the costs that the accounting firm may Accountants with such information as is reasonably incur requested in connection with the calculations contemplated by order to make such determination under this Section 43(c). The accounting firm’s determination will Accountants’ determinations shall be final, conclusive and binding on both Executive and the Company absent manifest errorand all Grantees.] (ii) Alternatively, at the Company’s election and provided the Company meets the requirements of Section 280G(b)(5)(A)(ii)(I) and Treasury Regulation § 1.280G-1 Q/A 6(a)(2)(i) (i.e., a corporation with no stock readily tradeable on an established securities market immediately prior to the transaction) as of the Change in Control closing date, the Company may seek to satisfy the shareholder approval requirements of Section 280G(b)(5)(A)(ii) and Treasury Regulation § 1.280G-1 Q/A 6(a)(2), in which case, each Grantee shall cooperate in such process, including executing a required waiver of Parachute Payments.

Section 280G. Notwithstanding anything contained in this Agreement to To the contrary, in the event extent that any or all of the payments and benefits provided for in this Agreement and pursuant to this Agreement, together any other plans or agreements with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, G of the Code and, but for this Section 49, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments shall be made to Executive either then: either, (i) such payments shall be delivered in full or (ii) as to such lesser the aggregate amount as would result in no portion of the Payments being subject payments and benefits under this Agreement and such other arrangements shall be reduced such that the present value (as determined under the Code and applicable regulations) of all payments constituting “parachute payments”, is equal to 2.99 times Executive’s “base amount” (as defined in the Excise Tax (a “Reduced Payment”Code), whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in Executive’s the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments such benefits may be subject taxable under Section 4999 of the Code. The reduction of the payments due hereunder, if applicable, shall be made by first reducing the payments to be made latest in time and if multiple portions of the Excise Taxpayments are to be paid at the same time, any non-cash payments will be reduced before cash payments, and any remaining cash payments will be reduced pro rata. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 9 shall be made in writing in good faith by an accounting firm chosen by the Company and reasonably acceptable to Executive (the “Accountants”). If a Reduced Payment reduction in benefits is to be made required under this sectionAgreement and one or more other arrangements or plans entered into with or maintained for the benefit of Executive that provides for vesting acceleration of equity awards, cash severance or retention benefits, and/or continued employee benefits coverage, the reduction of Payments will occur in the following order: reduction the vesting acceleration of cash paymentsstock options or stock appreciation rights, then cancellation of equity-based payments and accelerated cash severance, bonuses or retention benefits, then vesting acceleration of equity awardsawards other than stock options or stock appreciation rights, and then reduction Company-paid employee benefits coverage. In the event that acceleration of employee benefits. If accelerated vesting of stock options, stock appreciation rights or other equity awards is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant. In the event that cash payments grant for Executive’s stock options, stock appreciation rights or other benefits are reducedequity awards, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Companyas applicable. For purposes of making the calculations required by this sectionhereunder, the accounting firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyreasonable, good faith interpretations concerning the application of Code Sections 280G and 49994999 of the Code. The Company will bear and Executive shall furnish to the costs that Accountants such information and documents as the accounting firm Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may incur in connection with the any calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorSection.

Section 280G. Notwithstanding anything contained in If any payment or benefit that Employee may receive following a change of control of the Company, Employee’s termination of employment, or otherwise, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended, and the regulations and guidance thereunder (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of outstanding equity awards, ; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timegrant of Employee’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment5(i) will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and Employee for all purposes. For purposes of making the calculations and determinations required by this sectionthe Section 5(i), the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999. The Company will bear Section 4999 of the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorCode.

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (i1) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reducedany stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section. 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 will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, such reduction shall occur in reverse order beginning with the payments and benefits which are Company will appoint a nationally recognized tax firm to be paid furthest away in time. All make the determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999hereunder. The Company will bear all expenses with respect to the costs determinations by such firm required to be made hereunder. If the tax firm determines that no Excise Tax is payable with respect to a Payment, either before or after the accounting application of the Reduced Amount, it will furnish the Company and Executive with documentation that no Excise Tax is reasonably likely to be imposed with respect to such Payment. Any good faith determinations of the tax firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination made hereunder will be final, binding on both Executive and conclusive upon the Company absent manifest errorand Executive.

Section 280G. Notwithstanding anything contained in If any payment or benefit that the Executive may receive following a change of control of the Company, the Executive's termination of employment, or otherwise, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), "Payment") would (i) constitute “a "parachute payments” payment" within the meaning of Section 2800 of the Internal Revenue Code Section 280Gof 1986, andas amended (the "Code"), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “"Excise Tax”"), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The "Reduced Amount" shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the Executive’s receipt 's receipt, on an afterer-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "parachute payments" is necessary so that the Payment equals the Reduced Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of outstanding equity awards, ; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In grant of the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timeExecutive's outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment9(i) will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (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 sectionSection 9(i), the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999Section 4999 of the Code. The Company will shall bear all costs the costs that the accounting firm Tax Counsel may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorits services.

Section 280G. Notwithstanding anything contained in If any payment or benefit that Employee may receive following a change of control of the Company, Employee’s termination of employment, or otherwise, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended, and the regulations and guidance thereunder (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of outstanding equity awards, ; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timegrant of Employee’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment6(i) will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and Employee for all purposes. For purposes of making the calculations and determinations required by this sectionthe Section 6(i), the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999. The Company will bear Section 4999 of the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorCode.

Section 280G. Notwithstanding anything contained in (a) If the aggregate of all amounts and benefits due to the Executive under this Agreement to or any other plan, program, agreement or arrangement of the contraryCompany or any of its Affiliates, in the event that the payments and benefits provided pursuant to this Agreementwhich, together with all other payments and benefits received or to be if received by the Executive (“Payments”)in full, would constitute “parachute payments” within the meaning of Code as such term is defined in and under Section 280GG of the Code (collectively, and“Change of Control 13 Benefits”), but for this Section 4reduced by all Federal, would be subject to state and local taxes applicable thereto, including the excise tax imposed by Code pursuant to Section 4999 (of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three times the Executive's “Excise Tax”)base amount,” as defined in and determined under Section 280G of the Code, then the Payments such Change of Control Benefits shall be made to Executive either (i) in full reduced or (ii) as to such lesser amount as would result in no portion of the Payments being subject eliminated to the Excise Tax (a “Reduced Payment”), whichever extent necessary so that the Change of Control Benefits received by the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxExecutive will not constitute parachute payments. If a Reduced Payment reduction in the Change of Control Benefits is to be made under this sectionnecessary, reduction of Payments will shall occur in the following order unless the Executive elects in writing a different order: , subject to the Company’s consent (which consent shall not be unreasonably withheld): first, a reduction of cash paymentspayments not attributable to equity awards which vest on an accelerated basis; second, then the cancellation of equity-based payments and accelerated vesting of equity stock awards; third, and then the reduction of employee benefits. ; and fourth, a reduction in any other “parachute payments.” If accelerated acceleration of vesting of equity awards stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive's stock awards unless the Executive elects in writing a different order for cancellation. (b) It is possible that after the determinations and selections made pursuant to Section 13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to as an “Excess Payment” or “Underpayment”, respectively). In If there is an Excess Payment, the event that cash payments or other benefits are reduced, such reduction Executive shall occur in reverse order beginning promptly repay the Company an amount consistent with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 13.2. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this Section 13.2. (including whether any of the Payments are parachute payments and whether c) The determinations with respect to make a Reduced Payment) will this Section 13.2 shall be made by an independent accounting firm selected auditor (the “Auditor”) compensated by the Company. For purposes The Auditor shall be the Company’s regular independent auditor, unless the Executive objects to the use of making that firm, in which event the calculations required by this section, the Auditor shall be a nationally-recognized United States public accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated chosen by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorand approved by the Executive (which approval shall not be unreasonably withheld or delayed).

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 43, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 3 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 43. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error. 4.

Section 280G. Notwithstanding anything contained In the event that any payments and other benefits provided for in this Agreement or otherwise payable to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280GG of the Code, and, but for this Section 4paragraph, would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments shall any post-termination severance payments and benefits payable under this Agreement or otherwise will be made to Executive either (i1) delivered in full or (ii2) delivered as to such lesser amount as extent which would result in no portion of the Payments such payments and benefits being subject to excise tax under Section 4999 of the Excise Tax (a “Reduced Payment”)Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by the Executive’s receipt , on an after-tax basis, of the greatest amount of payments and benefits, notwithstanding that all or some portion of the Payments such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment reduction in the Executive’s payments and benefits is to be made under this sectionnecessitated by the preceding sentence, such reduction of Payments will occur in the following order: reduction of (i) any cash amounts payable to the Executive, (ii) any benefits valued as parachute payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such (iii) acceleration of vesting will be cancelled in the reverse order of the date of grantany equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations Any determination required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) paragraph will be made in writing by an the Company’s independent accounting firm selected by public accountants (the “Firm”), whose determination will be conclusive and binding upon the Executive and the Company. For purposes of making the calculations required by this sectionparagraph, the accounting firm Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyreasonable, good faith interpretations concerning the application of Code Sections 280G and 49994999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this paragraph. The Company will bear all costs the costs that the accounting firm Firm may reasonably incur in connection with the any calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorparagraph.

Section 280G. Notwithstanding anything contained in (a) If the aggregate of all amounts and benefits due to the Executive under this Agreement to or any other plan, program, agreement or arrangement of the contraryCompany or any of its Affiliates, in the event that the payments and benefits provided pursuant to this Agreementwhich, together with all other payments and benefits received or to be if received by the Executive (“Payments”)in full, would constitute “parachute payments,” within the meaning of Code as such term is defined in and under Section 280GG of the Code (collectively, and“Change of Control Benefits”), but for this Section 4reduced by all Federal, would be subject to state and local taxes applicable thereto, including the excise tax imposed by Code pursuant to Section 4999 (of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three times the Executive's “Excise Tax”)base amount,” as defined in and determined under Section 280G of the Code, then the Payments such Change of Control Benefits shall be made to Executive either (i) in full reduced or (ii) as to such lesser amount as would result in no portion of the Payments being subject eliminated to the Excise Tax (a “Reduced Payment”), whichever extent necessary so that the Change of Control Benefits received by the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxExecutive will not constitute parachute payments. If a Reduced Payment reduction in the Change of Control Benefits is to be made under this sectionnecessary, reduction of Payments will shall occur in the following order unless the Executive elects in writing a different order: , subject to the Company’s consent (which consent shall not be unreasonably withheld): first, a reduction of cash paymentspayments not attributable to equity awards which vest on an accelerated basis; second, then the cancellation of equity-based payments and accelerated vesting of equity stock awards; third, and then the reduction of employee benefits. ; and fourth, a reduction in any other “parachute payments.” If accelerated acceleration of vesting of equity awards stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive's stock awards unless the Executive elects in writing a different order for cancellation. (b) It is possible that after the determinations and selections made pursuant to Section 13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). In If there is an Excess Payment, the event that cash payments or other benefits are reduced, such reduction Executive shall occur in reverse order beginning promptly repay the Company an amount consistent with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 13.2. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this Section 13.2. (including whether any of the Payments are parachute payments and whether c) The determinations with respect to make a Reduced Payment) will this Section 13.2 shall be made by an independent accounting firm selected auditor (the “Auditor”) compensated by the Company. For purposes The Auditor shall be the Company’s regular independent auditor, unless the Executive objects to the use of making that firm, in which event the calculations required by this section, the Auditor shall be a nationally-recognized United States public accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated 14 chosen by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.and approved by the Executive (which approval shall not be unreasonably withheld or delayed). . 15

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For the avoidance of doubt, the Payments shall include acceleration of vesting of equity awards granted by TuSimple that vest based on service to TuSimple and that accelerate in connection with a Change in Control of TuSimple, but only to the extent such acceleration of vesting is deemed a parachute payment with respect to a Change in Control of TuSimple. (b) For purposes of determining whether to make a Reduced Payment, if applicable, TuSimple shall cause to be taken into account all federal, state and local income and employment taxes and excise taxes applicable to the Executive (including the Excise Tax). If a Reduced Payment is to be made under this sectionmade, reduction of TuSimple shall reduce or eliminate the Payments will occur in the following order, unless (to the extent permitted by Section 409A of the Code) Executive elects to have the reduction in payments applied in a different order: (1) cancellation of accelerated vesting of options with no intrinsic value, (2) reduction of cash payments, then (3) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than options, (4) cancellation of accelerated vesting of options with intrinsic value and (5) reduction of other benefits paid to the Executive. In the event that acceleration of vesting is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive’s equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and or benefits which are to be paid furthest away farthest in timetime from the date of the determination. For avoidance of doubt, an option will be considered to have no intrinsic value if the exercise price of the shares subject to the option exceeds the fair market value of such shares. (c) All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent a nationally (d) As a result of uncertainty in the application of Sections 4999 and 280G of the Code at the time of the initial determination by the accounting firm selected hereunder, it is possible that payments will have been made by TuSimple which should not have been made (an “Overpayment”) or that additional payments which will not have been made by TuSimple could have been made (an “Underpayment”), consistent in each case with the Companycalculation of whether and to what extent a Reduced Payment shall be made hereunder. For purposes of making the calculations required by this sectionIn either event, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning shall determine the application amount of Code Sections 280G and 4999the Underpayment or Overpayment that has occurred. The Company will bear In the costs event that the accounting firm may reasonably incur determines that an Overpayment has occurred, the Executive shall promptly repay, or transfer, to TuSimple the amount of any such Overpayment; provided, however, that no amount shall be payable, or transferable, by the Executive to TuSimple if and to the extent that such payment or transfer would not reduce the amount that is subject to taxation under Section 4999 of the Code. In the event that the accounting firm determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by TuSimple to or for the benefit of the Executive, together with interest at the applicable federal rate provided in connection with Section 7872(f)(2) of the calculations contemplated by Code. (e) If this Section 44 is applicable with respect to an Executive’s receipt of a Reduced Payment, it shall supersede any contrary provision of any plan, arrangement or agreement governing the Executive’s rights to the Payments. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error5.

Section 280G. Notwithstanding anything contained in this Agreement If, due to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all by Section 8 and any other payments and benefits received to which Executive is entitled pursuant to this Agreement or to be received by otherwise, Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the any excise tax imposed by Code pursuant to Section 4999 of the United States Internal Revenue Code of 1986, as amended (the “Code”) due to characterization of any such payments or benefits as excess parachute payments pursuant to Section 280G(b)(1) of the Code (the “Excise Tax”), then the Payments shall amounts payable under Section 8 will be reduced (to the least extent possible) in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code. Any reduction in the payments and benefits required by this Section 8.3 will be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: (i) reduction of cash payments, then cancellation ; (ii) reduction of equity-based payments and accelerated vesting of equity awards, and then awards other than stock options; (iii) reduction of employee benefitsaccelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. If accelerated In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In If two or more equity awards are granted on the event that cash payments or other benefits are reducedsame date, such reduction shall occur in reverse order beginning with the payments and benefits which are to each award will be paid furthest away in timereduced on a pro-rata basis. All determinations required to be made under this Section 4 (8.3, including whether any of reduction in the Payments are parachute payments and whether benefits is required, the amount of such reduction and the assumptions to make a Reduced Payment) will be utilized in arriving at such determination, shall be made in good faith by an independent accounting firm selected by the Company in accordance with applicable law (the “Accounting Firm”), in consultation with tax counsel reasonably acceptable to Executive. All fees and expenses of the Accounting Firm and the tax counsel shall be borne solely by the Company. For purposes of making If the calculations required Accounting Firm determines that no Excise Tax is payable by this sectionExecutive, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs shall request that the accounting firm may reasonably incur in connection Accounting Firm furnish Executive with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding an opinion that he has substantial authority not to report any Excise Tax on both Executive and the Company absent manifest errorhis federal, state, local income or other tax return.

Section 280G. Notwithstanding anything contained in If any payment or benefit that the Participant may receive, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in Executivethe Participant’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then ; reduction of employee benefits. If ; and cancellation of accelerated vesting of outstanding equity awards. In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In grant of the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timeParticipant’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) 11 will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Participant for all purposes. For purposes of making the calculations and determinations required by this sectionSection 11, the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999Section 4999 of the Code. The Company will shall bear all costs the costs that the accounting firm Tax Counsel may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorits services.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the -3- Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error. 5.

Section 280G. Notwithstanding anything contained (a) If any payment or benefit (any “Payment”) the Executive would receive from the Company and/or UC pursuant to or in this Agreement to the contrary, connection with a “Change in Control” as defined in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive Treasury Regulations promulgated under Code §280G would (“Payments”), i) constitute a “parachute paymentspayment” within the meaning of Code Section §280G, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section §4999 (the “Excise Tax”), then the Payments such Payment shall be made adjusted to Executive equal the Reduced Amount. The “Reduced Amount” shall be either (ix) in full or the largest portion of the Payment (iiprior to adjustment) as to such lesser amount as that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced Payment”y) the largest portion of the Payment (prior to adjustment), whichever of the foregoing amountswhich, after taking into account all applicable federal, state and local employment taxes, income taxes and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the Executive’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment (than that calculated under clause (x) above) notwithstanding that all or some portion of the Payments Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: order unless the Executive elects, in writing, a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of equity awardsstock options, if any; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of equity awards the stock options is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any grant of the Payments are parachute payments Executive’s stock options (i.e., the earliest granted stock option will be cancelled last) unless the Executive elects, in writing, a different order for cancellation. (b) All calculations and whether to make a Reduced Payment) will determinations under Sub-Section 4.9 shall be made by an independent accounting firm selected or independent tax counsel appointed by the CompanyCompany (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 sectionSub-Section 4.9. The Tax Counsel may rely on reasonable, the accounting firm may make reasonable good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G and 4999Section 4999 of the Code. The Company, UC 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 Sub-Section 4.9. The Company will and UC shall bear all costs the costs that the accounting firm Tax Counsel may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorits services.

Section 280G. Notwithstanding anything contained In the event that any payments and other benefits provided for in this Agreement or otherwise payable to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280GG of the Code, and, but for this Section 4paragraph, would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments shall any post-termination severance payments and benefits payable under this Agreement or otherwise will be made to Executive either (i1) delivered in full or (ii2) delivered as to such lesser amount as extent which would result in no portion of the Payments such payments and benefits being subject to excise tax under Section 4999 of the Excise Tax (a “Reduced Payment”)Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in the receipt by the Executive’s receipt , on an after-tax basis, of the greatest amount of payments and benefits, notwithstanding that all or some portion of the Payments such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment reduction in the Executive’s payments and benefits is to be made under this sectionnecessitated by the preceding sentence, such reduction of Payments will occur in the following order: reduction of : (i) any cash amounts payable to the Executive, (ii) any benefits valued as parachute payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such and (iii) acceleration of vesting will be cancelled in the reverse order of the date of grantany equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations Any determination required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) paragraph will be made in writing by an the Company’s independent accounting firm selected by public accountants (the “Firm”), whose determination will be conclusive and binding upon the Executive and the Company. For purposes of making the calculations required by this sectionparagraph, the accounting firm Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyreasonable, good faith interpretations concerning the application of Code Sections 280G and 49994999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this paragraph. The Company will bear all costs the costs that the accounting firm Firm may reasonably incur in connection with the any calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorparagraph.

Section 280G. Notwithstanding anything contained in this Agreement If, due to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all by Section 8 and any other payments and benefits received to which Executive is entitled pursuant to this Agreement or to be received by otherwise, Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the any excise tax imposed by Code pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) due to characterization of any such payments or benefits as excess parachute payments pursuant to Section 280G(b)(1) of the Code (the “Excise Tax”), then the Payments shall amounts payable under Section 8 will be reduced (to the least extent possible) in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code. Any reduction in the payments and benefits required by this Section 8.3 will be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: (i) reduction of cash payments, then cancellation ; (ii) reduction of equity-based payments and accelerated vesting of equity awards, and then awards other than stock options; (iii) reduction of employee benefitsaccelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. If accelerated In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In If two or more equity awards are granted on the event that cash payments or other benefits are reducedsame date, such reduction shall occur in reverse order beginning with the payments and benefits which are to each award will be paid furthest away in timereduced on a pro-rata basis. All determinations required to be made under this Section 4 (8.3, including whether any of reduction in the Payments are parachute payments and whether benefits is required, the amount of such reduction and the assumptions to make a Reduced Payment) will be utilized in arriving at such determination, shall be made in good faith by an independent accounting firm selected by the Company in accordance with applicable law (the “Accounting Firm”), in consultation with tax counsel reasonably acceptable to Executive. All fees and expenses of the Accounting Firm and the tax counsel shall be borne solely by the Company. For purposes of making If the calculations required Accounting Firm determines that no Excise Tax is payable by this sectionExecutive, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs shall request that the accounting firm may reasonably incur in connection Accounting Firm furnish Executive with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding an opinion that he has substantial authority not to report any Excise Tax on both Executive and the Company absent manifest errorhis federal, state, local income or other tax return.

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reducedany stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section. 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 will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, such reduction shall occur in reverse order beginning with the payments and benefits which are Company will appoint a nationally recognized tax firm to be paid furthest away in time. All make the determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999hereunder. The Company will bear all expenses with respect to the costs determinations by such firm required to be made hereunder. If the tax firm determines that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.no Excise

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the -3- reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error. 5.

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For the avoidance of doubt, the Payments shall include acceleration of vesting of equity awards granted by TuSimple that vest based on service to TuSimple and that accelerate in connection with a Change in Control of TuSimple, but only to the extent such acceleration of vesting is deemed a parachute payment with respect to a Change in Control of TuSimple. (b) For purposes of determining whether to make a Reduced Payment, if applicable, TuSimple shall cause to be taken into account all federal, state and local income and employment taxes and excise taxes applicable to the Executive (including the Excise Tax). If a Reduced Payment is to be made under this sectionmade, reduction of TuSimple shall reduce or eliminate the Payments will occur in the following order, unless (to the extent permitted by Section 409A of the Code) Executive elects to have the reduction in payments applied in a different order: (1) cancellation of accelerated vesting of options with no intrinsic value, (2) reduction of cash payments, then (3) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than options, (4) cancellation of accelerated vesting of options with intrinsic value and (5) reduction of other benefits paid to the Executive. In the event that acceleration of vesting is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive’s equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and or benefits which are to be paid furthest away farthest in timetime from the date of the determination. For avoidance of doubt, an option will be considered to have no intrinsic value if the exercise price of the shares subject to the option exceeds the fair market value of such shares. (c) All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an a nationally recognized independent accounting firm selected by the CompanyTuSimple. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company TuSimple will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company TuSimple absent manifest error.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled canceled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.

Section 280G. Notwithstanding anything contained in If any payment or benefit that Employee may receive following a change of control of the Company, Employee’s termination of employment, or otherwise, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended, and the regulations and guidance thereunder (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of outstanding equity awards, ; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timegrant of Employee’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment5(i) will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and Employee for all purposes. For purposes of making the calculations and determinations required by this sectionSection 5(i), the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999. The Company will bear Section 4999 of the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorCode.

Section 280G. Notwithstanding anything contained in If any payment or benefit that the Executive may receive following a change of control of the Company, the Executive’s termination of employment, or otherwise, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, andas amended (the “Code”), and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the largest portion, up to and including the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the Executive’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then ; cancellation of equity-based payments and accelerated vesting of outstanding equity awards, ; and then reduction of employee benefits. If accelerated In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In grant of the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timeExecutive’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment9(i) will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (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 sectionSection 9(i), the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.4999 of the

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (a “PaymentsPayment”), ) would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The “Reduced Amount” will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive’s equity awards. In no event will the event that cash payments Company or other benefits are reducedany stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section. 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 will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, such reduction shall occur in reverse order beginning with the payments and benefits which are Company will appoint a nationally recognized tax firm to be paid furthest away in time. All make the determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999hereunder. The Company will bear all expenses with respect to the costs determinations by such firm required to be made hereunder. If the tax firm determines that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.no Excise Tax is payable

Section 280G. Notwithstanding anything contained in (a) If the aggregate of all amounts and benefits due to the Executive under this Agreement to or any other plan, program, agreement or arrangement of the contraryCompany or any of its Affiliates, in the event that the payments and benefits provided pursuant to this Agreementwhich, together with all other payments and benefits received or to be if received by the Executive (“Payments”)in full, would constitute “parachute payments,” within the meaning of Code as such term is defined in and under Section 280GG of the Code (collectively, and“Change of Control Benefits”), but for this Section 4reduced by all Federal, would be subject to state and local taxes applicable thereto, including the excise tax imposed by Code pursuant to Section 4999 (of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three times the Executive's “Excise Tax”)base amount,” as defined in and determined under Section 280G of the Code, then the Payments such Change of Control Benefits shall be made to Executive either (i) in full reduced or (ii) as to such lesser amount as would result in no portion of the Payments being subject eliminated to the Excise Tax (a “Reduced Payment”), whichever extent necessary so that the Change of Control Benefits received by the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxExecutive will not constitute parachute payments. If a Reduced Payment reduction in the Change of Control Benefits is to be made under this sectionnecessary, reduction of Payments will shall occur in the following order unless the Executive elects in writing a different order: , subject to the Company’s consent (which consent shall not be unreasonably withheld): first, a reduction of cash paymentspayments not attributable to equity awards which vest on an accelerated basis; second, then the cancellation of equity-based payments and accelerated vesting of equity stock awards; third, and then the reduction of employee benefits. ; and fourth, a reduction in any other “parachute payments.” If accelerated acceleration of vesting of equity awards stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive's stock awards unless the Executive elects in writing a different order for cancellation. (b) It is possible that after the determinations and selections made pursuant to Section 13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). In If there is an Excess Payment, the event that cash payments or other benefits are reduced, such reduction Executive shall occur in reverse order beginning promptly repay the Company an amount consistent with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 13.2. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this Section 13.2. (including whether any of the Payments are parachute payments and whether c) The determinations with respect to make a Reduced Payment) will this Section 13.2 shall be made by an independent accounting firm selected auditor (the “Auditor”) compensated by the Company. For purposes The Auditor shall be the Company’s regular independent auditor, unless the Executive objects to the use of making that firm, in which event the calculations required by this section, the Auditor shall be a nationally-recognized United States public accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated chosen by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error.and approved by the Executive (which approval shall not be unreasonably withheld or delayed). 15

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that any of the severance payments and other benefits provided pursuant by this Agreement or otherwise payable to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), a) constitute “parachute payments” within the meaning of Code Section 280GG of the Code, and, and (b) but for this Section 47, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments Executive’s severance payments and benefits under this Agreement or otherwise shall be made to Executive payable either (i) in full or (ii) as to in such lesser amount as which would result in no portion of the Payments such severance payments or benefits being subject to the Excise Tax (a “Reduced Payment”)Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax, results in the receipt by Executive’s receipt , on an after-tax basis, of the greatest amount of benefitsseverance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of the Payments such severance payments or benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment is to Any reduction in the severance payments and benefits required by this Section 7 shall be made under this section, reduction of Payments will occur in the following order: (i) reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then ; (ii) reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. The calculations and establishment of assumptions in this Section 7 will be performed by a professional tax firm engaged by the Company as of the day prior to the CiC Date. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company shall appoint a nationally recognized tax firm to make the determinations required by this Section 7. The Company shall bear all expenses with respect to the determinations by such firm required to be reducedmade by this Section 7. The Company and Executive shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting Change in Control and Severance Agreement—R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ documentation, to the Company and Executive as soon as practicable following its engagement. Any good faith determinations of the tax firm made hereunder shall be final, binding and conclusive upon the Company and Executive. However, the Executive shall have the final authority to make any good faith determination(s) associated with the assumptions used by the tax firm in providing its calculations, and such acceleration good faith determination by the Executive shall be binding on the Company. As a result of vesting will be cancelled the uncertainty in the reverse order application of Sections 409A, 280G or 4999 of the date Code at the time of grantthe initial determination by the professional tax firm described in this Section 7, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that an Excise Tax greater than that amount, if any, determined by such professional firm for the purposes of this Section 7 is due (the “Additional Excise Tax”). Executive shall notify the Company in writing of any claim by the IRS or other agency that, if successful, would require payment of Additional Excise Tax. Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to payments made or due to Executive. The Company shall pay all reasonable fees, expenses and penalties of Executive relating to a claim by the IRS or other agency. In the event it is finally determined that cash payments or other benefits are reduced, such a further reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations would have been required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether 7 to make place Executive in a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this sectionbetter after-tax position, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and shall repay the Company absent manifest errorsuch amount within 30 days thereof in order to effect such result.

Section 280G. Notwithstanding anything contained in If any payment or benefit that the Executive may receive, whether or not payable or provided under this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“PaymentsPayment”), would (i) constitute a “parachute paymentspayment” within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the Payments such Payment shall be made reduced to Executive the Reduced Amount. The “Reduced Amount” shall be either (iA) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment being subject to the Excise Tax or (a “Reduced B) the total amount, of the Payment”), whichever of the foregoing amountsamounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), results in the Executive’s receipt receipt, on an after-tax basis, of the greatest greater amount of benefits, the Payment notwithstanding that all or some portion of the Payments Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Payment is to be made under this sectionAmount, reduction of Payments will shall occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then ; reduction of employee benefits. If ; and cancellation of accelerated vesting of outstanding equity awards. In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting will shall be cancelled undertaken in the reverse order of the date of grant. In grant of the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in timeExecutive’s outstanding equity awards. All calculations and determinations required to be made under pursuant this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) 5 will be made by an independent accounting or consulting firm selected or independent tax counsel appointed by the CompanyCompany (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 sectionSection 5, the accounting firm Tax Counsel may make reasonable rely on reasonable, good faith assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections Section 280G of the Code and 4999Section 4999 of the Code. The Company will shall bear all costs the costs that the accounting firm Tax Counsel may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorits services.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that the payments and benefits provided pursuant to under this Agreement, together with all other payments Agreement and benefits received provided to, or for the benefit of, the Executive under any other plan or agreement (such payments or benefits are collectively referred to be received by Executive (as the “PaymentsBenefits”), constitute “parachute payments” within the meaning of Code Section 280G, and, but for this Section 4, ) would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), in connection with any transaction, then the Payments Company shall cause to be made determined, before any amounts of the Benefits are paid to Executive either (i) in full or (ii) as to such lesser amount as the Executive, which of the following two alternative forms of payment would result in no the Executive’s receipt, on an after-tax basis, of the greater amount of the Benefits notwithstanding that all or some portion of the Payments being Benefits may be subject to the Excise Tax: (a) payment in full of the entire amount of the Benefits (a “Full Payment”), or (b) payment of only a part of the Benefits so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), and the Executive shall be entitled to payment of whichever amount 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, the foregoing amounts, taking Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise TaxTax (all computed at the highest applicable marginal rate, results in Executive’s receipt on an after-tax basis, net of the greatest amount maximum reduction in federal income taxes which could be obtained from a deduction of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Taxsuch state and local taxes). If a Reduced Payment is to be made under this sectionmade, the reduction of Payments will in payments and/or benefits shall occur in the following order: (1) first, reduction of cash payments, then 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 equity-based payments and accelerated the acceleration of vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled award compensation in the reverse order of the date of grantgrant of the Executive’s equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are A determination as to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of Excise Tax would be imposed on the Payments are parachute payments and Benefits and, if so, whether to make a Full Payment or a Reduced Payment) will Payment would result in a greater after-tax amount for the Executive, shall be made by an the Company’s independent public accountants or another certified public accounting firm selected or executive compensation consulting firm of national reputation designated by the Company (the “Firm”) at the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999’s expense. The Firm shall provide its determination, together with detailed supporting calculations and documentation to the Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Executive within ten (10) business days of the date of termination of the Executive’s employment, if applicable, or such other time as reasonably requested by the Company absent manifest erroror the Executive.

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received Company or to be received by Executive otherwise (“Payments”), a "Payment") would (i) constitute “a "parachute payments” payment" within the meaning of Code Section 280GG of the Code, and, and (ii) but for this Section 4sentence, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “"Excise Tax”"), then such Payment will be equal to the Payments shall Reduced Amount (defined below). The "Reduced Amount' will be made to Executive either (il) in full or (ii) as to such lesser amount as the largest portion of the Payment that would result in no portion of the Payments Payment (after reduction) being subject to the Excise Tax or (a “Reduced 2) the entire Payment”), whichever of the foregoing amounts, amount after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise TaxTax (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), results in Executive’s receipt 's receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxPayment. If a Reduced reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under this sectionthe Reduced Amount alternative, and the Executive will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction of Payments in payments and/or benefits will occur in the following order: (1) reduction of cash payments, then ; (2) cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of Executive's equity awards. In no event will the event that cash payments Company or other benefits are reducedany stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section. 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 will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, such reduction shall occur in reverse order beginning with the payments and benefits which are Company will appoint a nationally recognized tax firm to be paid furthest away in time. All make the determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999hereunder. The Company will bear all expenses with respect to the costs determinations by such firm required to be made hereunder. If the tax firm determines that no Excise Tax is payable with respect to a Payment, either before or after the accounting application of the Reduced Amount, it will furnish the Company and Executive with documentation that no Excise Tax is reasonably likely to be imposed with respect to such Payment. Any good faith determinations of the tax firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination made hereunder will be final, binding on both Executive and conclusive upon the Company absent manifest errorand Executive.

Section 280G. Notwithstanding anything contained in (a) If the aggregate of all amounts and benefits due to the Executive under this Agreement to or any other plan, program, agreement or arrangement of the contraryCompany or any of its Affiliates, in the event that the payments and benefits provided pursuant to this Agreementwhich, together with all other payments and benefits received or to be if received by the Executive (“Payments”)in full, would constitute “parachute payments,” within the meaning of Code as such term is defined in and under Section 280GG of the Code (collectively, and“Change of Control Benefits”), but for this Section 4reduced by all Federal, would be subject to state and local taxes applicable thereto, including the excise tax imposed by Code pursuant to Section 4999 (of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three times the Executive’s “Excise Tax”)base amount,” as defined in and determined under Section 280G of the Code, then the Payments such Change of Control Benefits shall be made to Executive either (i) in full reduced or (ii) as to such lesser amount as would result in no portion of the Payments being subject eliminated to the Excise Tax (a “Reduced Payment”), whichever extent necessary so that the Change of Control Benefits received by the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise TaxExecutive will not constitute parachute payments. If a Reduced Payment reduction in the Change of Control Benefits is to be made under this sectionnecessary, reduction of Payments will shall occur in the following order unless the Executive elects in writing a different order: , subject to the Company’s consent (which consent shall not be unreasonably withheld): first, a reduction of cash paymentspayments not attributable to equity awards which vest on an accelerated basis; second, then the cancellation of equity-based payments and accelerated vesting of equity stock awards; third, and then the reduction of employee benefits. ; and fourth, a reduction in any other “parachute payments.” If accelerated acceleration of vesting of equity awards stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grantgrant of the Executive’s stock awards unless the Executive elects in writing a different order for cancellation. (b) It is possible that after the determinations and selections made pursuant to Section 13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). In If there is an Excess Payment, the event that cash payments or other benefits are reduced, such reduction Executive shall occur in reverse order beginning promptly repay the Company an amount consistent with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 13.2. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this Section 13.2. (including whether any of the Payments are parachute payments and whether c) The determinations with respect to make a Reduced Payment) will this Section 13.2 shall be made by an independent accounting firm selected auditor (the “Auditor”) compensated by the Company. For purposes The Auditor shall be the Company’s regular independent auditor, unless the Executive objects to the use of making that firm, in which event the calculations required by this section, the Auditor shall be a nationally-recognized United States public accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated chosen by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errorand approved by the Executive (which approval shall not be unreasonably withheld or delayed).

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that the any payments and or benefits provided pursuant otherwise payable to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), i) constitute “parachute payments” within the meaning of Code Section 280GG of the Code of the U.S. Internal Revenue Code of 1986, andas amended (the “Code”), and (ii) but for this Section 46(g), would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments shall such payments and benefits will be made to Executive either (ix) delivered in full full, or (iiy) delivered as to such lesser amount as extent that would result in no portion of the Payments such payments and benefits being subject to excise tax under Section 4999 of the Excise Tax (a “Reduced Payment”)Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in Executive’s the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments such payments and benefits may be subject taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(g) will be made in writing by a nationally-recognized accounting firm selected jointly by the Company and Executive (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6(g), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive agree to furnish to the Excise Tax. If Accountants such information and documents as the Accountants may reasonably request in order to make a Reduced Payment is to be made determination under this section, provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction of Payments in payments and/or benefits required by this provision will occur in the following order: (1) reduction of cash payments, then cancellation ; (2) reduction of vesting acceleration of equity-based payments awards; and accelerated (3) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity equity-based awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant for equity-based awards. In If two or more equity-based awards are granted on the event that cash payments or other benefits are reducedsame date, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) each award will be made by an independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely reduced on reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest errora pro-rata basis.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in In the event that the payments severance and other benefits provided pursuant for in this Agreement or otherwise payable to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), i) constitute “parachute payments” within the meaning of Code Section 280G, and, G of the Code and (ii) but for this Section 49, would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments then, Executive’s severance and other benefits under this Agreement shall be made to Executive payable either (i) in full full, or (ii) as to such lesser amount as which would result in no portion of the Payments such severance and other benefits being subject to the Excise Tax (a “Reduced Payment”)excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in Executive’s the receipt by Employee on an after-tax basis, basis of the greatest amount of benefitsseverance benefits under this Agreement, notwithstanding that all or some portion of the Payments such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. If a Reduced Payment is to Any reduction shall be made under this section, reduction of Payments will occur in the following ordermanner: first a pro rata reduction of (i) cash paymentspayments subject to Section 409A as deferred compensation and (ii) cash payments not subject to Section 409A, then and second a pro rata cancellation of (i) equity-based payments compensation subject to Section 409A as deferred compensation and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is (ii) equity-based compensation not subject to be reduced, such acceleration of vesting will be cancelled Section 409A. Reduction in the reverse order of the date of grant. In the event that either cash payments or other equity compensation benefits shall be made pro-rata between and among benefits which are reduced, such reduction shall occur in reverse order beginning with the payments subject to Section 409A and benefits which are to be paid furthest away exempt from Section 409A. Unless the Company and Employee otherwise agree in time. All determinations writing, any determination required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will 9 shall be made by an independent accounting firm selected in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this sectionSection 9, the accounting firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyreasonable, good faith interpretations concerning the application of Code Sections 280G and 49994999 of the Code. The Company will and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9. The Company shall bear all costs the costs that the accounting firm Accountants may reasonably incur in connection with the any calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error9.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in (a) In the event that the payments severance and other benefits provided pursuant for in this Agreement or otherwise payable to this Agreement, together with all the Executive under any other payments and benefits received plan or to be received by Executive arrangement (“Payments”), i) constitute “parachute payments” within the meaning of Code Section 280GG of the Code (“280G Payments”), and, and (ii) but for this Section 49, would be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then the 280G Payments shall will be made to Executive either either: (i) delivered in full or full, or (ii) delivered as to such lesser amount as extent which would result in no portion of the Payments such benefits being subject to the Excise Tax (a “Reduced Payment”)Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in Executive’s the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments such benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments is necessary so that no portion of such benefits are subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following order: (i) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); (ii) a pro rata reduction of (A) cash payments, then payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A of the Code; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of equity-based payments and (A) accelerated vesting equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. In the event that acceleration of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reducedcancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of the Executive’s equity awards. In Unless Executive and the event that cash payments or other benefits are reducedCompany otherwise agree in writing, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations any determination required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) 9 will be made in writing by an the Company’s independent accounting firm selected by public accountants immediately prior to the change in control of the Company or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this sectionSection 9, the accounting firm Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyreasonable, good faith interpretations concerning the application of Code Sections 280G and 49994999 of the Code. Executive and the Company will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the costs that the accounting firm Firm may reasonably incur in connection with the any calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error9.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in (a) In the event that the payments and benefits provided pursuant to the Employee under this Agreement, together Agreement when combined with all any other payments severance and other benefits received or otherwise payable to be received by Executive Employee (collectively the “PaymentsSeverance Benefits”), if any, (i) constitute “parachute payments” within the meaning of Code Section 280G, and, G of the Code and (ii) but for this Section 4Agreement, Employee would be subject to the excise tax imposed by Code Section 4999 (of the “Excise Tax”)Code, then the Payments shall Employee’s benefits under this Agreement will be made to Executive either either: (i) delivered in full or full, or (ii) delivered as to such lesser amount as extent which would result in no portion of the Payments such Severance Benefits being subject to excise tax under Section 4999 of the Code (the “Excise Tax (a “Reduced PaymentTax”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in Executive’s the receipt by Employee on an after-tax basis, of the greatest amount of benefitsSeverance Benefits, notwithstanding that all or some portion of the Payments such Severance Benefits may be subject taxable under Section 4999 of the CodeIf a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to the Excise Tax. If a Reduced Payment is to be made under this sectionlesser extent, reduction of Payments will occur in the following order: (1) reduction of cash paymentspayments in reverse chronological order (i.e., then the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced), (2) cancellation of equityequity awards granted within the twelve-based payments and accelerated vesting month period prior to a “change of control” (as determined under Code Section 280G) that are deemed to have been granted contingent upon the change of control (as determined under Code Section 280G), in the reverse order of date of grant of the awards (i.e., the most recently granted equity awardsawards will be cancelled first), and then reduction (3) cancellation of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grantgrant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first) and (4) reduction of continued employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will Employee have any discretion with respect to the event that cash payments or other benefits are reducedordering of payment reductions. (b) Unless the Company and Employee otherwise agree in writing, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in time. All determinations any determination required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) paragraph 9 will be made by an independent accounting firm selected in writing by the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”). For purposes of making the calculations required by this sectionparagraph 9, the accounting firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablyreasonable, good faith interpretations concerning the application of Code Sections 280G and 49994999 of the Code. The Company and Employee will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The Company will bear all costs the costs that the accounting firm Accountants may reasonably incur in connection with the any calculations contemplated by this Section 4paragraph 9. The accounting firmAccountants shall provide their determination (the “Determination”), together with detailed supporting calculations and documentation, to the Company and the Employee within 10 days after the first of the following events to occur and as a result cause a distribution of the Severance Benefits: (A) the Change of Control of the Company or ownership of a substantial portion of the Company’s determination assets (within the meaning of Section 280G of the Code and the regulations thereunder) and (B) Employees’s final day of employment. If the Accountants determine that no Excise Tax is payable by the Employee with respect to the Severance Benefits, it shall furnish the Employee with an opinion to the Company that no Excise Tax will be binding on both Executive and the Company imposed with respect to any such payments and, absent manifest error, such Determination shall be binding, final and conclusive upon the Company and the Employee.