Common use of Section 280G Clause in Contracts

Section 280G. Notwithstanding anything contained in this Award Agreement to the contrary, to the extent that any of the payments and benefits provided for under this Award Agreement, together with any payments or benefits under any other agreement or arrangement between the Company or any of its affiliates and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rata.

Section 280G. (a) Notwithstanding anything contained any other provisions in this Award Agreement to Agreement, in the contrary, to the extent event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a change in control of the payments and benefits provided for under this Award Agreement, together with any payments Parent or benefits under any other agreement or arrangement between the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any of its affiliates other plan, program, arrangement or agreement) (all such payments and the Participant (collectivelybenefits, together, the “Total Payments”) would constitute a be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “parachute payment” within Excise Tax”), then, after taking into account any reduction in the meaning Total Payments provided by reason of Section 280G of the CodeCode in such other plan, program, arrangement or agreement, the amount of such Company will reduce the Total Payments shall be reduced (to the extent any reduction is necessary) to the amount necessary so that would result in no portion of the Total Payments being is subject to the excise tax imposed pursuant Excise Tax (but in no event to Section 4999 less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the Code if net amount of federal, state, municipal and only if local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction would provide (but after subtracting the Participant with an after-tax net amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be retained by subject in respect of such unreduced Total Payments and after taking into account the Participantphase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (b) In the case of a reduction in the Total Payments, provided that to the extent any order is required to Total Payments will be set forth herein, then such reduction shall be applied reduced in the following order: (ai) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (bii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24)) will next be reduced; (diii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero)24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24)) will next be reduced; and (ev) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation. (c) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (d) At the time that payments are made under this Agreement, the Company will provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from Tax Counsel, the Auditor, or other advisors or consultants (and any such opinions or advice which are in writing will be attached to the statement). If the Executive objects to the Company’s calculations, the Company will pay to the Executive such portion of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this Section 5. All determinations required by this Section 5 (or requested by either the Executive or the Company in connection with this Section 5) will be at the expense of the Company. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 5 will not of itself limit or otherwise affect any other rights of the Executive under this Agreement.

Section 280G. Notwithstanding anything contained to the contrary in this Award Agreement to Agreement, if the contraryExecutive is a “disqualified individual” (as defined in Section 280G(c) of the Code), to the extent that any of and the payments and benefits provided for under this Award Agreement, together with any other payments or and benefits under any other agreement or arrangement between which the Executive has the right to receive from the Company or any of its affiliates and the Participant (collectivelyGroup, the “Payments”) would constitute a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), then the amount payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such Payments shall total amounts and benefits received by the Executive from the Company Group will be reduced one dollar (to $1.00) less than three times the extent any reduction is necessaryExecutive’s “base amount” (as defined in Section 280G(b)(3) to of the amount Code) and so that would result in no portion of such amounts and benefits received by the Payments being Executive shall be subject to the excise tax imposed pursuant to by Section 4999 of the Code if and only if such reduction would provide or (b) paid in full, whichever produces the Participant with an better net after-tax amount greater than position to the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if there was no reduction. Any reduction applicable, shall be done in a manner that maximizes the amount made by reducing, first, payments or benefits to be retained by paid in cash hereunder in the Participantorder in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, provided that to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any order is required benefit to be set forth hereinprovided in kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its Affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Executive’s base amount, then the Executive shall immediately repay such reduction excess to the Company upon notification that an overpayment has been made. Nothing in this Section 12 shall require the Company Group to be applied in responsible for, or have any liability or obligation with respect to, the following order: (a) payments that are payable in cash that are valued at full value Executive’s excise tax liabilities under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect 4999 of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataCode.

Section 280G. Notwithstanding anything contained to the contrary in this Award Agreement to the contrary, to the extent that any of the payments and benefits provided for under this Award Agreement, together with any payments this Section 5.10 shall apply in the event of (i) a “change in the ownership or benefits under any other agreement or arrangement between effective control” of the Company or any of its affiliates and the Participant (collectively, the “Payments”ii) would constitute a “parachute paymentchange in the ownership of a substantial portion of the assets” of the Company, each within the meaning of Section 280G of the Code (collectively, an “Excise Tax Event”). If, as a result of an Excise Tax Event, any payments and benefits provided for in this Agreement, together with any other payments and benefits which the Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the amount payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such Payments shall total amounts and benefits received by the Executive from the Company and its affiliates will be reduced one dollar (to $1.00) less than three times the extent any reduction is necessaryExecutive’s “base amount” (as defined in Section 280G(b)(3) to of the amount Code) and so that would result in no portion of such amounts and benefits received by the Payments being Executive shall be subject to the excise tax imposed pursuant to by Section 4999 of the Code or (b) paid in full, whichever produces the better net after‑tax position to the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction applicable, shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied made in the following order: (a1) by reducing the amounts of any payments or benefits that are payable would not constitute deferred compensation under Section 409A, to the extent necessary to decrease the payments subject to the Excise Tax, as agreed by the Company and the Executive; (2) next, by reducing, payments or benefits to be paid in cash hereunder and that are valued at full value constitute deferred compensation under Treasury Regulation Section 1.280G-1409A in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, Q&A 24(a) will be reduced (if to the extent necessary, through to zero), with amounts such payment or benefit that are payable last reduced first; (b) payments due would be made first in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24time); and (e3) all other finally, by reducing any non-cash or in-kind benefit to be provided hereunder and that constitute deferred compensation under Section 409A in a similar order to that described in clause (2). The determination as to whether any such reduction in the amount of the payments and benefits will provided hereunder is necessary shall be next made by the Company in good faith. If a reduced pro-ratapayment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times the Executive’s base amount, then the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.10 shall require the Company to be responsible for, or have any liability or obligation with respect to, the Executive’s excise tax liabilities under Section 4999 of the Code.

Section 280G. Notwithstanding anything contained in this Award Agreement to the contrary, to To the extent that any of the payments and benefits provided for under this Award Agreement, Letter Agreement together with any payments or benefits under any other agreement or arrangement between the Company or any of its affiliates and the Participant you (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant you with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participantyou, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (ai) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (bii) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (ciii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (div) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (ev) all other non-cash benefits not otherwise described in clauses (ii) or (iv) of this Section will be next reduced pro-rataprorata.

Section 280G. Notwithstanding anything contained in this Award Agreement to (a) If (i) the contrary, to the extent that any aggregate of the payments all amounts and benefits provided for due to Employee under this Award Agreement, together with any payments Agreement or benefits under any other Company plan, program, agreement or arrangement between the Company or any of its affiliates arrangement, would, if received by Employee in full and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of valued under Section 280G of the Code, the amount of constitute “parachute payments” as such Payments shall be reduced (to the extent any reduction term is necessary) to the amount that would result defined in no portion and under Section 280G of the Payments being subject to Code (collectively, “280G Benefits”), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater Code, be less than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount Employee would receive, after all taxes, if Employee received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to be retained by only three times Employee’s “base amount”, as defined in and under Section 280G of the ParticipantCode, provided that less $1.00, then (iii) such cash 280G Benefits (in reverse order of maturity, to the extent any order is required to be set forth herein, then that the reduction of such reduction cash 280G Benefits can achieve the intended result) shall be applied reduced or eliminated to the extent necessary so that the 280G Benefits received by Employee will not constitute parachute payments. The determinations with respect to this Section 19(a) shall be made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be the Company’s regular independent auditor unless Employee reasonably objects to the use of that firm, in which event the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) Auditor will be reduced (if necessary, to zero), with amounts that are payable last reduced first; a nationally recognized firm chosen by the parties hereto. (b) payments due in respect of any equity valued at full value under Treasury Regulation It is possible that, after the determinations and selections made pursuant to Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero19(a), with amounts Employee will receive 280G Benefits that are payable are, in the aggregate, either more or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value the amount provided under Treasury Regulation Section 1.280G- 119(a) (hereafter referred to as an “Excess Payment” or “Underpayment”, Q&A 24 will be reduced next (if necessaryrespectively). If it is established, pursuant to zero)a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, Employee shall promptly repay the Excess Payment to the Company, together with interest on the highest values reduced first Excess Payment at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of Employee’s receipt of such values are Excess Payment until the date of such repayment. In the event that it is determined under Treasury Regulation (x) by a court or (y) by the Auditor upon request by any of the parties hereto, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to Employee, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to Employee had the provisions of Section 1.280G-1, Q&A 24); (d19(a) payments due in respect not been applied until the date of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-ratapayment.

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the Executive by the Company, any affiliate of the payments and benefits provided for under this Award AgreementCompany, together with any payments Person who acquires ownership or benefits under any other agreement or arrangement between effective control of the Company or any ownership of its affiliates and a substantial portion of the Participant Company’s assets (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) constitute “parachute payments” (within the meaning of Section 280G of the Code), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G of the Code) to only three times the Executive’s “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent any reduction is necessary) necessary so that no Payments to be made or benefit to be provided to the amount that would result in no Executive shall be subject to the Excise Tax. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that which are not payable in cash (other than that are valued at full value under portion of the Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation Section 1.280G-11.280G-1 Q/A 24(c) (or successor thereto) applies, Q&A 24(a) will in each case in reverse order beginning with payments or benefits which are to be reduced (if necessary, to zero), with amounts that are payable last reduced first; paid the farthest in time. (b) payments due It is possible that after the determinations and selections made pursuant to this Section 8.2 the Executive will receive 280G Benefits that are, in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1the aggregate, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable either more or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value the amount provided under Treasury Regulation this Section 1.280G- 18.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, Q&A 24 will be reduced next (if necessarypursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to zero)the Excess Payment to the Company, together with interest on such amount at the highest values reduced first applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive’s receipt of such values are Excess Payment until the date of such payment. In the event that it is determined under Treasury Regulation (i) by a court or (ii) by the auditor upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 1.280G-1, Q&A 24); (d) payments due in respect 8.2 not been applied until the date of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-ratapayment.

Section 280G. Notwithstanding anything contained in this Award Agreement to If the contrary, to the extent that any aggregate of the payments all amounts and benefits provided for due to Executive under this Award Agreement, together with any payments Agreement or benefits under any other plan, program, agreement or arrangement between of the Company or any of its affiliates and the Participant (collectivelyaffiliates, the “Payments”) which, if received by Executive in full, would constitute a “parachute paymentpayments,” within the meaning of as such term is defined in and under Section 280G of the CodeCode (collectively, the amount of such Payments shall be “Change in Control Benefits”), reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to by all Federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code Code, is less than the amount Executive would receive, after all such applicable taxes, if Executive received aggregate Change in Control Benefits equal to an amount which is $1.00 less than three (3) times Executive's “base amount,” as defined in and only if determined under Section 280G of the Code, then such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction Change in Control Benefits shall be done in a manner that maximizes the amount to be retained by the Participant, provided that reduced or eliminated to the extent any order necessary so that the Change in Control Benefits received by Executive will not constitute parachute payments. If a reduction in the Change in Control Benefits is required to be set forth hereinnecessary, then such reduction shall be applied occur in the following order unless the Executive elects in writing a different order: , subject to the Company's consent (awhich shall not be unreasonably withheld or delayed): (i) payments severance payment based on multiple of base salary and/or Target Bonus; (ii) other cash payments; (iii) any pro-rated bonus paid as severance; (iv) acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are payable in cash that are not permitted to be valued under Treasury Regulations Section 1.280G-1 Q/A – 24(c); (v) any equity awards accelerated or otherwise valued at full value value, provided such equity awards are not permitted to be valued under Treasury Regulation Regulations Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 241.280G-1 Q/A – 24(c); (dvi) payments due in respect acceleration of any equity vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are permitted to be valued at less than full value under Treasury Regulation Regulations Section 1.280G-1, Q&A 24 will be reduced next 1.280G-1 Q/A – 24(c); (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24)vii) acceleration of vesting of all other stock options and equity awards; and (eviii) all other non-cash benefits within any category, reductions shall be from the last due payment to the first. It is possible that after the determinations and selections made pursuant to the preceding paragraph that the Executive will be next reduced pro-ratareceive Change in Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by the preceding paragraph (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If there is an Excess Payment, the Executive shall promptly repay the Company an amount consistent with this paragraph. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this paragraph.

Section 280G. Notwithstanding anything contained In the event that the Company undergoes a change in this Award Agreement to control after it (or any of its Affiliates that would be treated, together with the contraryCompany, to as a single corporation under Section 280G of the extent Code and the regulations thereunder) has stock that is readily tradeable on an established securities market (within the meaning of Section 280G of the Code and the regulations thereunder), if all, or any portion, of the payments and benefits provided for under this Award Agreement, either alone or together with any other payments or benefits under any other agreement which the Participant receives or arrangement between is entitled to receive from the Company or any of its affiliates and the Participant (collectivelyan Affiliate, the could constitute an “Payments”) would constitute a “excess parachute payment” within the meaning of Section 280G of the Code, then the Executive shall be entitled to receive (i) an amount limited so that no portion thereof shall fail to be tax deductible under Section 280G of the Code (the “Limited Amount”), or (ii) if the amount of such Payments shall be otherwise payable hereunder (without regard to clause (i)) reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to by the excise tax imposed pursuant to by Section 4999 of the Code if and only if such reduction would provide all other applicable federal, state and local taxes (with income taxes all computed at the Participant highest applicable marginal rate) is greater than the Limited Amount reduced by all taxes applicable thereto (with an income taxes all computed at the highest marginal rate), the amount otherwise payable hereunder. If it is determined that the Limited Amount will maximize the Participant’s after-tax amount greater than if there was no reduction. Any reduction proceeds, payments and benefits shall be done in a manner that maximizes reduced to equal the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied Limited Amount in the following order: (ai) first, by reducing cash severance payments, (ii) second, by reducing other payments that are payable in cash that are valued at full value under and benefits to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulation Regulations does not apply, and (iii) finally, by reducing all remaining payments and benefits, with all such reductions done on a pro rata basis. All determinations made pursuant this Section 1.280G-1, Q&A 24(a7(b) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued made at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable the Company’s expense by the independent public accounting firm most recently serving as the Company’s outside auditors or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with such other accounting or benefits consulting group or firm as the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataCompany may designate.

Section 280G. Notwithstanding anything contained in this Award Agreement to In the contrary, to the extent event that any of payment or benefit that the payments and benefits provided for under this Award Agreement, together with any payments or benefits under any other agreement or arrangement between Executive would receive from the Company or any otherwise in connection with a change of its affiliates and the Participant control or other similar transaction (collectively, the a “Payments280G Payment”) (i) would constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 8.6, would be subject to the excise tax imposed by Section 4999 of the Code, the amount of then any such Payments 280G Payment shall be reduced payable either (a) in full, or (b) as to the extent any reduction is necessary) to the such lesser amount that which would result in no portion of the Payments such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed pursuant to by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of payments and benefits notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax Code. If a reduced amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount is to be retained by the Participantpaid under this Section 6.1, provided that to the extent any order is required to be set forth herein, then such reduction reductions in payments and/or benefits shall be applied occur in the following order: (a1) if none of the payments that are payable is nonqualified deferred compensation under Section 409A, then the reduction shall occur in cash that are valued at full value the manner the Executive elects in writing prior to the date of payment and (2) if any payment constitutes nonqualified deferred compensation under Treasury Regulation Section 1.280G-1409A or if the Executive fails to elect an order, Q&A 24(a) will then the payments to be reduced (if necessaryshall be determined in a manner which has the least economic cost to Executive and, to zero)the extent the economic cost is equivalent, shall be reduced in the inverse order of when payment would have been made to Executive, until the reduction is achieved; provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with amounts that are payable last reduced first; (b) payments due in respect Section 409A. All determinations required to be made under this paragraph, including the manner and amount of any equity valued reduction in Executive’s payments hereunder, and the assumptions to be utilized in arriving at full value under Treasury Regulation Section 1.280G-1such determinations, Q&A 24(a) will shall be reduced next (if necessary, to zero), with amounts that are payable made in writing in good faith by a nationally recognized accounting or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with consulting firm selected by the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataCompany.

Section 280G. Notwithstanding anything contained in this Award Agreement (i) In the event that the amount of any compensation, payment or distribution by Mural to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the contraryterms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the extent that any excise tax imposed by Section 4999 of the payments and benefits Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided for under this Award Agreement, together with any payments or benefits under any other agreement or arrangement between that such reduction shall only occur if it would result in the Company or any of its affiliates and Executive receiving a higher after tax amount than the Participant (collectivelyExecutive would receive if the Aggregate Payments were not subject to such reduction. In such event, the “Payments”) would constitute a “parachute payment” within Aggregate Payments shall be reduced in the meaning following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A- 24(b) or (c). (ii) The determination as to whether a reduction in the amount of such Aggregate Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to the excise tax imposed made pursuant to Section 4999 5(b)(i) shall be made by a nationally recognized accounting firm selected by ▇▇▇▇▇ (the “Accounting Firm”), which shall provide preliminary detailed supporting calculations to Mural and the Executive at least 15 business days of the Code if and only if Date of Termination, as applicable, or at such reduction would provide earlier time as is reasonably requested by ▇▇▇▇▇ or the Participant with an after-tax amount greater than if there was no reductionExecutive. Any reduction determination by the Accounting Firm shall be done in a manner that maximizes binding upon Mural and the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataExecutive.

Section 280G. Notwithstanding anything contained in this Award Agreement If the aggregate of all amounts and benefits due to the contrary, to the extent that any of the payments and benefits provided for Executive under this Award Agreement, together with any payments Agreement or benefits under any other plan, program, agreement or arrangement between of the Company or any of its affiliates and affiliates, which, if received by the Participant (collectivelyExecutive in full, the “Payments”) would constitute a “parachute paymentpayments,” within the meaning of as such term is defined in and under Section 280G of the CodeCode (collectively, the amount of such Payments shall be “Change in Control Benefits”), reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to by all Federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change in Control Benefits equal to an amount which is $1.00 less than three (3) times the Executive’s “base amount,” as defined in and only if determined under Section 280G of the Code, then such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction Change in Control Benefits shall be done in a manner that maximizes the amount to be retained by the Participant, provided that reduced or eliminated to the extent any order necessary so that the Change in Control Benefits received by the Executive will not constitute parachute payments. If a reduction in the Change in Control Benefits is required to be set forth hereinnecessary, then such reduction shall be applied occur in the following order unless the Executive elects in writing a different order: , subject to the Company’s consent (awhich shall not be unreasonably withheld or delayed): (i) payments severance payment based on multiple of base salary; (ii) other cash payments; (iii) any pro-rated bonus paid as severance; (iv) acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are payable in cash that are not permitted to be valued under Treasury Regulations Section 1.280G-1 Q/A — 24(c); (v) any equity awards accelerated or otherwise valued at full value value, provided such equity awards are not permitted to be valued under Treasury Regulation Regulations Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 241.280G-1 Q/A — 24(c); (dvi) payments due in respect acceleration of any equity vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are permitted to be valued at less than full value under Treasury Regulation Regulations Section 1.280G-1, Q&A 24 will be reduced next 1.280G-1 Q/A — 24(c); (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24)vii) acceleration of vesting of all other stock options and equity awards; and (eviii) all other non-cash benefits within any category, reductions shall be from the last due payment to the first. It is possible that after the determinations and selections made pursuant to the preceding paragraph that the Executive will be next reduced pro-ratareceive Change in Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by the preceding paragraph (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If there is an Excess Payment, the Executive shall promptly repay the Company an amount consistent with this paragraph. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this paragraph.

Section 280G. Notwithstanding anything contained In the event that the Company undergoes a change in this Award Agreement to control after it (or any of its Affiliates that would be treated, together with the contraryCompany, to as a single corporation under Section 280G of the extent Code and the regulations thereunder) has stock that is readily tradeable on an established securities market (within the meaning of Section 280G of the Code and the regulations thereunder), if all, or any portion, of the payments and benefits provided for under this Award Agreement, either alone or together with any other payments or benefits under any other agreement which the Participant receives or arrangement between is entitled to receive from the Company or any of its affiliates and the Participant (collectivelyan Affiliate, the could constitute an “Payments”) would constitute a “excess parachute payment” within the meaning of Section 280G of the Code, then the Executive shall be entitled to receive (i) an amount limited so that no portion thereof shall fail to be tax deductible under Section 280G of the Code (the “Limited Amount”), or (ii) if the amount of such Payments shall be otherwise payable hereunder (without regard to clause (i)) reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to by the excise tax imposed pursuant to by Section 4999 of the Code if and only if such reduction would provide all other applicable federal, state and local taxes (with income taxes all computed at the Participant highest applicable marginal rate) is greater than the Limited Amount reduced by all taxes applicable thereto (with an income taxes all computed at the highest marginal rate), the amount otherwise payable hereunder. If it is determined that the Limited Amount will maximize the Participant’s after-tax amount greater than if there was no reduction. Any reduction proceeds, payments and benefits shall be done in a manner that maximizes reduced to equal the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied Limited Amount in the following order: (ai) first, by reducing cash severance payments, (ii) second, by reducing other payments that are payable in cash that are valued at full value under and benefits to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulation Regulations does not apply, and (iii) finally, by reducing all remaining payments and benefits, with all such reductions done on a pro rata basis. All determinations made pursuant this Section 1.280G-1, Q&A 24(a6(b) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued made at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable the Company’s expense by the independent public accounting firm most recently serving as the Company’s outside auditors or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with such other accounting or benefits consulting group or firm as the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataCompany may designate.

Section 280G. Notwithstanding anything contained in this Award Agreement (i) In the event that the amount of any compensation, payment or distribution by Mural to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the contraryterms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the extent that any excise tax imposed by Section 4999 of the payments and benefits Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided for under this Award Agreement, together with any payments or benefits under any other agreement or arrangement between that such reduction shall only occur if it would result in the Company or any of its affiliates and Executive receiving a higher after tax amount than the Participant (collectivelyExecutive would receive if the Aggregate Payments were not subject to such reduction. In such event, the “Payments”) would constitute a “parachute payment” within Aggregate Payments shall be reduced in the meaning following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). The determination as to whether a reduction in the amount of such Aggregate Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to the excise tax imposed made pursuant to Section 4999 5(b)(i) shall be made by a nationally recognized accounting firm selected by ▇▇▇▇▇ (the “Accounting Firm”), which shall provide preliminary detailed supporting calculations to Mural and the Executive at least 15 business days of the Code if and only if Date of Termination, as applicable, or at such reduction would provide earlier time as is reasonably requested by ▇▇▇▇▇ or the Participant with an after-tax amount greater than if there was no reductionExecutive. Any reduction determination by the Accounting Firm shall be done in a manner that maximizes binding upon Mural and the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataExecutive.

Section 280G. Notwithstanding anything contained In the event that Holdco or PGA Holdings undergoes a “change in this Award Agreement to ownership or control” (within the contrarymeaning of Section 280G of the Code) after Holdco, to PGA Holdings or any affiliate of Holdco or PGA Holdings (including the extent Company) that would be treated, together with Holdco or PGA Holdings, as a single corporation under Section 280G of the Code and the regulations thereunder has stock that is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code and the regulations thereunder) and all, or any portion, of the payments and benefits provided for under this Award Agreement, either alone or together with any other payments or benefits under any other agreement which the Employee receives or arrangement between is entitled to receive from Holdco, the Company or any of its affiliates and the Participant PGA Holdings (collectively, the “Total Payments”) would ), could constitute a an “excess parachute payment” within the meaning of Section 280G of the Code, then the amount of such Payments Employee shall be reduced entitled to receive (i) an amount limited (to the minimum extent any reduction is necessary) to the amount so that would result in no portion of the Total Payments being subject shall be non-deductible for US federal income taxes by reason of Section 280G of the Code (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed pursuant to by Section 4999 of the Code if (the “Excise Tax”) and only if such reduction would provide the Participant amount of all other applicable federal, state and local taxes (with an income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax amount greater than if there was no reduction. Any reduction proceeds, the Total Payments shall be done in a manner that maximizes reduced to equal the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied Limited Amount in the following order: (ai) first, by reducing cash severance payments that are payable in cash exempt from Section 409A of the Code, (ii) second, by reducing other payments and benefits that are valued at full value under exempt from Section 409A of the Code and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulation Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 1.280G-1409A of the Code and (iv) finally, Q&A 24(a) by reducing payments and benefits that are subject to Section 409A of the Code, in each case, with all such reductions done on a pro rata basis. All determinations made pursuant this Section 25 will be reduced made at PGA Holdings’ or its affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Sections 280G and 4999 of the Code selected by PGA Holdings for such purpose (if necessarythe “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of PGA Holdings and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 25, the excess amount shall be returned immediately by the Employee to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 25, the additional amount shall be paid immediately by Holdco, the Company, PGA Holdings or any affiliate of Holdco, the Company or PGA Holdings, as applicable, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataEmployee.

Section 280G. Notwithstanding anything contained in this Award Agreement to the contrary, to the extent that any of the payments and benefits provided for under this Award Agreement, together with any payments or benefits under any other agreement or arrangement between the Company or any of its affiliates and the Participant (collectively, the “"Payments”") would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rata.will

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the Executive by the Company, any affiliate of the payments and benefits provided for under this Award AgreementCompany, together with any payments Person who acquires ownership or benefits under any other agreement or arrangement between effective control of the Company or any ownership of its affiliates a substantial portion of the Company’s assets (within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and the Participant regulations thereunder, or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Payments”) would constitute a “parachute paymentpayments” (within the meaning of Section 280G of the Code), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G of the Code) to only three times the Executive’s “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent any reduction is necessary) necessary so that no Payments to be made or benefit to be provided to the amount that would result in no Executive shall be subject to the Excise Tax. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that which are not payable in cash (other than that are valued at full value under portion of the Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation Section 1.280G-1§ 1.280G-1 Q/A 24(c) (or successor thereto) applies, Q&A 24(a) will in each case in reverse order beginning with payments or benefits which are to be reduced (if necessary, to zero), with amounts that are payable last reduced first; paid the farthest in time. (b) payments due It is possible that after the determinations and selections made pursuant to this Section 7.2 the Executive will receive 280G Benefits that are, in respect the aggregate, either more or less than the amount provided under this Section 7.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, pursuant to a final determination of any equity valued a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to the Excess Payment to the Company, together with interest on such amount at full value the applicable federal rate (as defined in and under Treasury Regulation Section 1.280G-11274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such payment. In the event that it is determined (i) by a court or (ii) by the Auditor upon request by a Party, Q&A 24(a) will be reduced next (if necessarythat an Underpayment has occurred, the Company shall promptly pay an amount equal to zero)the Underpayment to the Executive, together with amounts that are payable or deliverable last reduced first; interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 7.2 not been applied until the date of such payment. (c) Notwithstanding the foregoing, if it appears that any amount or benefit that is to be paid to the Executive under this Agreement or any other plan, program, agreement, or arrangement of the Company or any of its affiliates may constitute a “parachute payment” under Section 280G(b)(2) of the Code, the Company and the Executive shall reasonably cooperate to mitigate the effect of Section 280G of the Code, including seeking to obtain shareholder approval of such payments that are payable in cash that are valued at less than full value under Treasury Regulation for purposes of Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with 280G(b)(5) of the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataCode.

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrarycontrary herein, to the extent if it shall be determined that any of the payments and benefits provided for under this Award Agreement, together with any payments payment or benefits benefit hereunder or under any other plan or agreement or arrangement between otherwise, calculated in a manner consistent with Section 280G of the Company or any Internal Revenue Code of its affiliates 1986, as amended (the “Code”), and the Participant applicable regulations thereunder (collectively, the collectively “Payments”) would constitute a ““ parachute payment” to Executive within the meaning of Section 280G of the Code, the amount of such Payments shall and thus would not be reduced (to the extent any reduction is necessary) to the amount that would result in no portion deductible under Section 280G of the Payments being Code and would be subject to the excise tax imposed pursuant to by Section 4999 of the Code (“280G Tax”), and if and only if such reduction Executive would provide the Participant with an be in a better after-tax amount greater than if there was no reduction. Any reduction position by reducing the Payments, the Payments shall be done in a manner reduced such that maximizes the sum of all Payments is $1.00 less than the amount to be retained by the Participant, provided that at which Executive becomes subject to the extent any order is required to be set forth hereinexcise tax imposed by Section 4999 of the Code. In such case, then such reduction the Payments shall be applied reduced in the following order, in each case, in reverse chronological order beginning with the Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (a1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are payable in cash that are valued at full value not subject to calculation under Treasury Regulation Section Treas. Reg. §1.280G-1, Q&A 24(aQ&A-24(b) will or (c) shall be reduced (if necessary, to zero), with before any amounts that are payable last reduced first; subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (b) payments due in respect of any equity valued at full value Any determinations to be made under Treasury Regulation this Section 1.280G-1, Q&A 24(a) will 8 shall be reduced next made by the Company’s independent public accountants (if necessary, to zerothe “Accounting Firm”), with amounts that are payable or deliverable last reduced first; (c) payments that are payable which firm shall provide its ACTIVE/84668825.3 determinations and any supporting calculations both to the Company and to Executive, and shall be binding upon the Company and Executive. All fees and expenses of the Accounting Firm in cash that are valued at less than full value under Treasury Regulation performing the determinations referred to in this Section 1.280G- 1, Q&A 24 will shall be reduced next (if necessary, to zero), with borne solely by the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataCompany.

Section 280G. Notwithstanding anything contained in this Award Agreement to the contrary, to the extent that any of the payments and benefits provided for under this Award Agreement, together with any payments or benefits under any other agreement or arrangement between the Company or any of its affiliates and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rata.. [Signatures appear on the following page]

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrary, in the event that any payment or benefit received or to be received by Employee (including any payment or benefit received in connection with a Change of Control or the termination of Employee’s employment, whether pursuant to the extent that terms of this Agreement or any of the other plan, arrangement or agreement) (all such payments and benefits provided for under this Award Agreement, together with any payments being hereinafter referred to as the “Total Payments”) would not be deductible (in whole or benefits under any other agreement or arrangement between the Company part) by Employer or any of its affiliates and the Participant (collectively, the “Payments”) would constitute Affiliates making such payment or providing such benefit as a “parachute payment” within the meaning result of Section 280G of the CodeCode (“Section 280G”), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G in such other plan, arrangement or agreement), the amount of such Total Payments shall be reduced (if necessary, to zero) in the extent any manner specified in Section 9(b) hereof; provided, however, that such reduction is necessaryshall only be made if (i) to the amount that would result in no portion of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (ii) the amount of such Total Payments being subject to without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of the excise tax imposed pursuant to under Section 4999 of the Code if and only if (the “Excise Tax”) on such reduction would provide unreduced Total Payments). (b) If it is determined that the Participant Total Payments should be reduced in accordance with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth hereinSection 9(a) hereof, then such reduction shall be applied in the following order: (ai) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (bii) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (ciii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 11.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (div) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (ev) all other non-cash benefits not otherwise described in clauses (ii) or (iv) of this Section 9(b) will be next reduced pro-rata. (c) It is possible that, after the determinations and selections made pursuant to Section 9(a) hereof, Employee will receive Total Payments that are, in the aggregate, either more or less than the amount determined under Section 9(a) hereof (hereafter referred to as an “Excess Payment” or “Underpayment”, as applicable). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then Employee shall, except to the extent that it would cause a violation of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, promptly repay the Excess Payment to Employer, together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of Employee’s receipt of such Excess Payment until the date of such repayment. In the event that it is determined (i) by arbitration pursuant to Section 10 hereof, (ii) by a court or (iii) by the accounting firm which was, immediately prior to a Change of Control, Employer’s independent auditor, upon request of either party, that an Underpayment has occurred, Employer shall promptly pay an amount equal to the Underpayment to Employee (but in any event within ten (10) days of such determination), together with interest on such amount at the applicable federal rate from the date such amount would have been paid to Employee had the provisions of Section 9(a) hereof not been applied until the date of payment.

Section 280G. Notwithstanding anything contained in this Award Agreement (a) In the absence of shareholder approval as contemplated by Section 10(b), if: (i) the present value of the aggregate of all payments and benefits due to the contraryExecutive under this Agreement (as calculated under Section 280G of the Code, to the extent that any of the payments and benefits provided for under this Award Agreement, together with any payments present value is relevant) or benefits under any other plan, program, agreement or arrangement between of the Company or any of its affiliates would, if received by the Executive in full and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of valued under Section 280G of the Code, the amount of cause any such Payments shall be payment or benefit to constitute an “excess parachute payment” as defined thereunder Section (collectively, “280G Benefits”); and (ii) such aggregate would, if reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater Code, be less than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount the Executive would receive, after all taxes, if the Executive received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to be retained by only three times the ParticipantExecutive’s “base amount” as defined thereunder, provided that to the extent any order is required to be set forth hereinless $1.00, then such reduction 280G Benefits payable under this Agreement shall be applied reduced on a nondiscretionary basis in such a way as to minimize the reduction in the following order: (a) payments that economic value deliverable to the Executive. Where more than one payment has the same value for this purpose and they are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) different times they will be reduced (if necessary, to zero), with amounts that are payable last reduced first; on a pro rata basis. All costs incurred in making such determinations shall be borne solely by Company. (b) Notwithstanding the foregoing, if no stock of the Company is readily tradeable on an established securities market or otherwise and it appears that any amount or benefit that is to be paid to the Executive under this Agreement or any other plan, program, agreement or arrangement of the Company or any of its affiliates would constitute a “parachute payment” under Section 280G(b)(2) of the Code, the Company shall use its best efforts to obtain shareholder approval of such payments due in respect for purposes of any equity valued at full value under Treasury Regulation Section 1.280G-1280G(b)(5) of the Code, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataavailable.

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the Executive by the Company, any affiliate of the payments and benefits provided for under this Award AgreementCompany, together with any payments Person who acquires ownership or benefits under any other agreement or arrangement between effective control of the Company or any ownership of its affiliates and a substantial portion of the Participant Company’s assets (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) constitute “parachute payments” (within the meaning of Section 280G of the Code), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G of the Code) to only three times the Executive’s “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent any reduction is necessary) necessary so that no Payments to be made or benefit to be provided to the amount that would result in no Executive shall be subject to the Excise Tax. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that which are not payable in cash (other than that are valued at full value under portion of the Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation Section 1.280G-11.280G-1 Q/A 24(c) (or successor thereto) applies, Q&A 24(a) will in each case in reverse order beginning with payments or benefits which are to be reduced (if necessary, to zero), with amounts that are payable last reduced first; paid the farthest in time. (b) payments due It is possible that after the determinations and selections made pursuant to this Section 8.2 the Executive will receive 280G benefits that are, in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1the aggregate, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable either more or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value the amount provided under Treasury Regulation this Section 1.280G- 18.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, Q&A 24 will be reduced next (if necessarypursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to zero)the Excess Payment to the Company, together with interest on such amount at the highest values reduced first applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive’s receipt of such values are Excess Payment until the date of such payment. In the event that it is determined under Treasury Regulation (i) by a court or (ii) by the auditor upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 1.280G-1, Q&A 24); (d) payments due in respect 8.2 not been applied until the date of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-ratapayment.

Section 280G. Notwithstanding anything contained any other provision of this Agreement, in this Award Agreement the event that the amount of payments or other benefits payable to the contrary, to the extent that any of the payments and benefits provided for Executive under this Award AgreementAgreement (including, without limitation, the acceleration of any payment or the accelerated vesting of any payment or other benefit), together with any payments payments, awards or benefits payable under any other plan, program, arrangement or agreement maintained by the Corporation or arrangement between the Company or any one of its affiliates and the Participant (collectivelySubsidiaries or other Affiliates, the “Payments”) would constitute a “an "excess parachute payment” " (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), such payments and benefits shall be reduced (by the minimum possible amounts) in the order set forth below until no amount payable to Executive under this Agreement or otherwise constitutes an "excess parachute payment" (within the meaning of Section 280G of the Code); provided, the amount of however, that no such Payments reduction shall be reduced (to made if the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an net after-tax amount (after taking into account federal, state, local or other income, employment and excise taxes) to which Executive would otherwise be entitled without such reduction would be greater than if there was no the net after-tax amount (after taking into account federal, state, local or other income, employment and excise taxes) to Executive resulting from the receipt of such payments and benefits with such reduction. Any reduction shall be done in a manner that maximizes the amount If any payments or benefits payable to be retained by the Participant, provided that to the extent any order is Executive are required to be set forth hereinreduced pursuant to this Paragraph, then such reduction payments and/or benefits to Executive shall be applied reduced in the following order: (a) first, payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero)cash, with amounts that are payable last reduced first; (b) second, payments due in respect of any equity valued or equity derivatives included at their full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next 280G (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less rather than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24their accelerated value); (d) third, payments due in respect of any equity or equity derivatives valued at less than full accelerated value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero)280G, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) fourth, all other non-cash benefits will benefits. All determinations required to be next reduced pro-ratamade under this Paragraph 7(g), including whether a payment would result in an "excess parachute payment" and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm designated by the Corporation (the "Accounting Firm") which shall provide detailed supporting calculations both to the Corporation and Executive as requested by the Corporation or Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation and shall be paid by the Corporation. Absent manifest error, all determinations made by the Accounting Firm under this Paragraph 7(g) shall be final and binding upon the Corporation and Executive.

Section 280G. Notwithstanding anything contained In the event that Holdco and its affiliates undergoes a change in this Award Agreement to control at a time when it (or any affiliate of the contraryCompany, to including Holdco, that would be treated, together with Holdco, as a single corporation under Section 280G of the extent Code and the regulations thereunder) has stock that is readily tradeable on an established securities market (within the meaning of Section 280G of the Code and the regulations thereunder), if all, or any portion, of the payments and benefits provided for under this Award Agreement, either alone or together with any other payments or benefits under any other agreement which the Executive receives or arrangement between the Company or any of is entitled to receive from Holdco and its affiliates and the Participant (collectivelyaffiliates, the could constitute an “Payments”) would constitute a “excess parachute payment” within the meaning of Section 280G of the Code, then the Executive shall be entitled to receive (i) an amount limited so that no portion thereof shall fail to be tax deductible under Section 280G of the Code (the “Limited Amount”), or (ii) if the amount of such Payments shall be otherwise payable hereunder, together with the other payments or benefits the Executive is so entitled to receive, (without regard to clause (i)) reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to by the excise tax imposed pursuant to by Section 4999 of the Code if and only if such reduction would provide all other applicable federal, state and local taxes (with income taxes all computed at the Participant highest applicable marginal rate) is greater than the Limited Amount reduced by all taxes applicable thereto (with an income taxes all computed at the highest marginal rate), the amount otherwise payable hereunder. If it is determined that the Limited Amount will maximize the Executive’s after-tax amount greater than if there was no reduction. Any reduction proceeds, payments and benefits shall be done in a manner that maximizes reduced to equal the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied Limited Amount in the following order: (ai) first, by reducing cash severance payments, (ii) second, by reducing other payments that are payable in cash that are valued at full value under and benefits to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulation Regulations does not apply, and (iii) finally, by reducing all remaining payments and benefits, with all such reductions done on a pro rata basis. All determinations made pursuant this Section 1.280G-1, Q&A 24(a) 11 will be reduced (if necessarymade at Holdco’s expense by the independent public accounting firm most recently serving as the Company’s outside auditors or such other accounting or benefits consulting group or firm as Holdco may designate. Such accounting firm or other designated preparer engaged to make the determinations hereunder shall provide its calculations, together with all supporting documentation, to zero), with amounts that Holdco and Executive as soon as reasonably practicable following the date such determinations are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-ratacompleted.

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrarycontrary herein, to the extent if it shall be determined that any of the payments and benefits provided for under this Award Agreement, together with any payments payment or benefits benefit hereunder or under any other plan or agreement or arrangement between otherwise, calculated in a manner consistent with Section 280G of the Company or any Internal Revenue Code of its affiliates 1986, as amended (the “Code”), and the Participant applicable regulations thereunder (collectively, the collectively “Payments”) ), would constitute a ““ parachute payment” to Executive within the meaning of Section 280G of the Code, the amount of such Payments shall and thus would not be reduced (to the extent any reduction is necessary) to the amount that would result in no portion deductible under Section 280G of the Payments being Code and would be subject to the excise tax imposed pursuant to by Section 4999 of the Code (“280G Tax”), and if and only if such reduction Executive would provide be in a better after- tax position by reducing the Participant with an after-tax amount greater than if there was no reduction. Any reduction Payments, the Payments shall be done in a manner reduced such that maximizes the sum of all Payments is $1.00 less than the amount to be retained by the Participant, provided that at which Executive becomes subject to the extent any order is required to be set forth hereinexcise tax imposed by Section 4999 of the Code. In such case, then such reduction the Payments shall be applied reduced in the following order, in each case, in reverse chronological order beginning with the Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (a1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing aggregate Payments all amounts or payments that are payable in cash that are valued at full value not subject to calculation under Treasury Regulation Section Treas. Reg. §1.280G-1, Q&A 24(aQ&A-24(b) will or (c) shall be reduced (if necessary, to zero), with before any amounts that are payable last reduced first; subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (b) payments due in respect of any equity valued at full value Any determinations to be made under Treasury Regulation this Section 1.280G-1, Q&A 24(a) will 8 shall be reduced next made by the Company’s independent public accountants (if necessary, to zerothe “Accounting Firm”), with amounts that are payable or deliverable last reduced first; (c) payments that are payable which firm shall provide its determinations and any supporting calculations both to the Company and to Executive, and shall be binding upon the Company and Executive. All fees and expenses of the Accounting Firm in cash that are valued at less than full value under Treasury Regulation performing the determinations referred to in this Section 1.280G- 1, Q&A 24 will shall be reduced next (if necessary, to zero), with borne solely by the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataCompany.

Section 280G. Notwithstanding anything contained in this Award Agreement (a) In the event that shareholder approval is not obtained pursuant to the contrary, to the extent that any of the payments and benefits provided for under this Award Agreement, together with any Section 7.2(c) below (or payments or benefits are not eligible for a “cure” vote under Section 280G of the Code), if (i) the aggregate of all amounts and benefits due to the Executive under this Agreement or under any other agreement or Company arrangement between would, if received by the Company or any of its affiliates Executive in full and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of valued under Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result constitute “parachute payments” as defined in no portion and under Section 280G of the Payments being subject to Code (collectively, “280G Benefits”), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater Code, be less than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount the Executive would receive, after all taxes, if the Executive received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to be retained by only three times the ParticipantExecutive’s “base amount” as defined in and under Section 280G of the Code, provided that less $1.00, then (iii) such 280G Benefits as the Executive shall select shall (to the extent that the reduction of such 280G Benefits can achieve the intended result and such 280G Benefits are not subject to Section 409A of the Code) be reduced or eliminated to the extent necessary so that the aggregate 280G Benefits received by the Executive will not constitute parachute payments. Notwithstanding the foregoing, if any 280G Benefits are subject to Section 409A of the Code or if the Executive fails to select an order is required to be set forth hereinunder the preceding sentence, then any such reduction shall be applied occur in the following order: (ai) by eliminating the acceleration of vesting of any stock options for which the exercise price exceeds the fair market value (and if there is more than one option award so outstanding, then the acceleration of the vesting of the most “under water” option shall be reduced first, and so-on), starting with those assigned the most value for under Q&A 24 of Treas. Reg. 1.280G-1 and so-on; (ii) by reducing any cash payments not subject to Section 409A of the Code; (iii) by reducing any benefit continuation payments (and if there be more than one such payment, by reducing the payments in reverse order, with the payments made the latest being reduced first); (iv), by reducing any cash payments that are payable subject to Section 409A of the Code (and if there be more than one such payment, by reducing the payments in cash reverse order, with the payments made the latest being reduced first); (v) by reducing the payments of any restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to the Executive by the Company that are valued at full subject to performance-based vesting (and if there be more than one such award held by the Executive, by reducing the awards in the reverse order of the date of their award, with the most-recently awarded reduced first and the oldest award reduced last); (vi) by reducing the payments of any restricted stock, restricted stock units, performance awards or similar equity-based awards that have been 12 awarded to the Executive by the Company that are subject to time-based vesting (and if there be more than one such award held by Executive, by reducing the awards in the reverse order of the date of their award, with the most-recently awarded reduced first and the oldest award reduced last) starting with those assigned the most value for under Treasury Regulation Section 1.280G-1, Q&A 24(a24 of Treas. Reg. 1.280G-1 and so-on; and (vii) will be reduced by reducing the acceleration of vesting of any stock options that are not described in (if necessary, to zeroi), above starting with amounts that are payable last reduced first; those assigned the most value for under Q&A 24 of Treas. Reg. 1.280G-1 and so-on. (b) payments due It is possible that after the determinations and selections made pursuant to this Section 7.2, the Executive will receive 280G Benefits that are, in respect the aggregate, either more or less than the amount provided under this Section 7.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, pursuant to a final determination of any equity valued a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to the Excess Payment to the Company, together with interest on such amount at full value the applicable federal rate (as defined in and under Treasury Regulation Section 1.280G-11274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such payment. In the event that it is determined (i) by a court or (ii) by the Company’s third-party auditor, Q&A 24(a) will be reduced next (if necessarythat an Underpayment has occurred, the Company shall promptly pay an amount equal to zero)the Underpayment to the Executive, together with amounts that are payable or deliverable last reduced first; interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 7.2 not been applied until the date of such payment. (c) payments Notwithstanding the foregoing, if it appears that are payable in cash any amount or benefit that are valued at less than full value is to be paid to the Executive under Treasury Regulation this Agreement or any other plan, program, agreement, or arrangement of the Company or any of its Affiliates may constitute a “parachute payment” under Section 1.280G- 1280G(b)(2) of the Code, Q&A 24 will be reduced next the Company (if necessary, eligible to zero), with use such exemption) shall (if then eligible to do so) use its best reasonable efforts to obtain shareholder approval of such payments for purposes of Section 280G(b)(5) of the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); Code. (d) payments due in respect The costs of any equity valued at less than full value under Treasury Regulation all analysis pursuant to this Section 1.280G-1, Q&A 24 will 7.2 shall be reduced next (if necessary, to zero), borne exclusively by the Company and the Company shall provide the Executive with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-ratawritten records of its analysis performed hereunder.

Section 280G. Notwithstanding anything contained in this Award Agreement (a) If (i) the aggregate of all amounts and benefits due to the contrary, to the extent that any of the payments and benefits provided for Executive under this Award Agreement, together with any payments Agreement or benefits under any other agreement or Company arrangement between would, if received by the Company or any of its affiliates Executive in full and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of valued under Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result constitute “parachute payments” as defined in no portion and under Section 280G of the Payments being subject to Code (collectively, “280G Benefits”), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater Code, be less than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount the Executive would receive, after all taxes, if the Executive received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to be retained by only three times the ParticipantExecutive’s “base amount” as defined in and under Section 280G of the Code, provided that less $1.00, then (iii) such 280G Benefits as the Executive shall select shall (to the extent that the reduction of such 280G Benefits can achieve the intended result and such 280G Benefits are not subject to Section 409A of the Code) be reduced or eliminated to the extent necessary so that the aggregate 280G Benefits received by the Executive will not constitute parachute payments. Notwithstanding the foregoing, if any 280G Benefits are subject to Section 409A of the Code or if the Executive fails to select an order is required to be set forth hereinunder the preceding sentence, then any such reduction shall be applied occur in the following order: (ai) by eliminating the acceleration of vesting of any stock options for which the exercise price exceeds the fair market value (and if there is more than one option award so outstanding, then the acceleration of the vesting of the most “under water” option shall be reduced first, and so-on); (ii) by reducing any cash payments not subject to Section 409A of the Code; (iii) by reducing any benefit continuation payments (and if there be more than one such payment, by reducing the payments in reverse order, with the payments made the earliest being reduced first); (iv), by reducing any cash payments that are payable subject to Section 409A of the Code (and if there be more than one such payment, by reducing the payments in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero)reverse order, with the highest values payments made the earliest being reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24first); (dv) by reducing the payments due in respect of any equity valued at less restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to the Executive by the Company that are subject to performance-based vesting (and if there be more than full value under Treasury Regulation Section 1.280G-1one such award held by the Executive, Q&A 24 will be reduced next (if necessary, to zero)by reducing the awards in the reverse order of the date of their award, with the highest values most-recently awarded reduced first and the oldest award reduced last); (as vi) by reducing the payments of any restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to the Executive by the Company that are subject to time-based vesting (and if there be more than one such values are determined under Treasury Regulation Section 1.280G-1award held by Executive, Q&A 24by reducing the awards in the reverse order of the date of their award, with the most-recently awarded reduced first and the oldest award reduced last); and (evii) all other non-cash benefits by reducing the acceleration of vesting of any stock options that are not described in (i), above. (b) The determinations with respect to this Section 8.2 shall be made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be the Company’s regular independent auditor unless the Executive reasonably objects to the use of that firm, in which event the Auditor will be next reduced pro-rataa nationally recognized United States public accounting firm chosen by the Parties. (c) It is possible that after the determinations and selections made pursuant to this Section 8.2, the Executive will receive 280G Benefits that are, in the aggregate, either more or less than the amount provided under this Section 8.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to the Excess Payment to the Company, together with interest on such amount at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such payment. In the event that it is determined (i) by a court or (ii) by the Auditor upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 8.2 not been applied until the date of such payment. (d) Notwithstanding the foregoing, if it appears that any amount or benefit that is to be paid to the Executive under this Agreement or any other plan, program, agreement, or arrangement of the Company or any of its Affiliates may constitute a “parachute payment” under Section 280G(b)(2) of the Code, the Company shall (if then eligible to do so) use its best reasonable efforts to obtain shareholder approval of such payments for purposes of Section 280G(b)(5) of the Code.

Section 280G. Notwithstanding anything contained in this Award Agreement to the contrary, to the extent that any of the payments and benefits provided for under this Award Agreement, together with any payments or benefits under any other agreement or arrangement between the Company or any of its affiliates and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (ev) all other non-cash benefits will be next reduced pro-rata.

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the benefit of ▇▇▇▇▇▇▇ by Altimmune, any affiliate thereof, any person or entity who acquires ownership or effective control of Altimmune or ownership of a substantial portion of Altimmune’s assets (within the meaning of Section 280G of the payments Code and benefits provided for under this Award Agreementthe regulations thereunder), together with any payments or benefits under any other agreement or arrangement between the Company or any affiliate of its affiliates and such person or entity, whether paid or payable or distributed or distributable pursuant to the Participant terms of this Agreement or otherwise (collectively, the “Payments”) would constitute a constitutes “parachute paymentpayments” (within the meaning of Section 280G of the Code), and if (ii) such aggregate Payments would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount ▇▇▇▇▇▇▇ would receive, after all taxes, if ▇▇▇▇▇▇▇ received aggregate Payments equal (as valued under Section 280G of the Code) to only three times ▇▇▇▇▇▇▇’▇ “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent any reduction is necessary) necessary so that no Payments to be made or benefit to be provided to ▇▇▇▇▇▇▇ shall be subject to the amount Excise Tax; provided, however, that, solely to the extent applicable, Altimmune shall use its reasonable best efforts to obtain shareholder approval of the Payments provided for in this Agreement in a manner intended to satisfy requirements of the “shareholder approval” exception to Section 280G of the Code and the regulations promulgated thereunder, such that would result in no payment may be made to ▇▇▇▇▇▇▇ of such Payments without the application of an Excise Tax. If the Payments are so reduced, Altimmune shall reduce or eliminate the Payments (x) by first reducing or eliminating the portion of the Payments being which are not payable in cash (other than that portion of the Payments subject to the excise tax imposed pursuant to Section 4999 clause (z) hereof), (y) then by reducing or eliminating cash payments (other than that portion of the Code if Payments subject to clause (z) hereof) and only if such reduction would provide (z) then by reducing or eliminating the Participant portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with an after-tax amount greater than if there was no reduction. Any reduction payments or benefits which are to be paid the farthest in time. (b) The determination of whether the Payments shall be done reduced as provided in a manner that maximizes Section 22(a) hereof and the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then of such reduction shall be applied in made at Altimmune’s expense by an independent public accounting firm of national reputation selected by Altimmune (the following order: “Accounting Firm”). The Accounting Firm shall provide its determination (athe “Determination”), together with detailed supporting calculations and documentation, to Altimmune and ▇▇▇▇▇▇▇ within ten (10) payments days after ▇▇▇▇▇▇▇’▇ final day of employment. If the Accounting Firm determines that are no Excise Tax is payable in cash by ▇▇▇▇▇▇▇ with respect to the Payments, it shall furnish ▇▇▇▇▇▇▇ with an opinion reasonably acceptable to the him that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) no Excise Tax will be reduced (if necessaryimposed with respect to any such payments and, to zero)absent manifest error, with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1such Determination shall be binding, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); final and (e) all other non-cash benefits will be next reduced pro-rataconclusive upon Altimmune and ▇▇▇▇▇▇▇.

Section 280G. Notwithstanding anything contained (a) In the event that the Company undergoes a “change in this Award Agreement to ownership or control” (within the contrarymeaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, to the extent that or any portion, of the payments and benefits provided for under this Award Agreement, either alone or together with any other payments or benefits under any other agreement which the Executive receives or arrangement between is entitled to receive from the Company or any of its affiliates and the Participant (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) would an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income truces by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income truces all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G- l of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount of such Payments shall be reduced (returned immediately by the Executive to the extent Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any reduction is necessary) Affiliate of the Company, as applicable, to the amount that would result in no portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataExecutive.

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrary, in the event that any payment or benefit received or to be received by Executive (including any payment or benefit received in connection with a Change in Control or the termination of Executive’s employment, whether pursuant to the extent that terms of this Agreement or any of the other plan, arrangement or agreement) (all such payments and benefits provided for under this Award Agreement, together with any payments being hereinafter referred to as the “Total Payments”) would not be deductible (in whole or benefits under any other agreement or arrangement between part) by the Company or any of its affiliates and the Participant (collectively, the “Payments”) would constitute Affiliates making such payment or providing such benefit as a “parachute payment” within the meaning result of Section 280G of the Code, then, to the amount extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement), the Total Payments shall be reduced (if necessary, to zero) in the extent any manner specified in Section 7(b) hereof; provided, however, that such reduction is necessaryshall only be made if (i) to the amount that would result in no portion of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (ii) the amount of such Total Payments being subject to without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of the excise tax imposed pursuant to under Section 4999 of the Code if and only if (the “Excise Tax”) on such reduction would provide unreduced Total Payments). (b) If it is determined that the Participant Total Payments should be reduced in accordance with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth hereinSection 7(a) hereof, then such reduction shall be applied in the following order: (ai) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (bii) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (ciii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 11.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (div) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (ev) all other non-cash benefits not otherwise described in clauses (ii) or (iv) of this Section 7(b) will be next reduced pro-rata. (c) It is possible that, after the determinations and selections made pursuant to Section 7(a) hereof, Executive will receive 280G Benefits that are, in the aggregate, either more or less than the amount determined under Section 7(a) hereof (hereafter referred to as an “Excess Payment” or “Underpayment”, as applicable). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then Executive shall, except to the extent that it would cause a violation of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, promptly repay the Excess Payment to the Company, together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. In the event that it is determined (i) by arbitration pursuant to Section 9(k) hereof, (ii) by a court or (iii) by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor, upon request of either party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to Executive (but in any event within ten (10) days of such determination), together with interest on such amount at the applicable federal rate from the date such amount would have been paid to Executive had the provisions of Section 7(a) hereof not been applied until the date of payment.

Section 280G. Notwithstanding anything contained in this Award Agreement to the contrary, to (a) To the extent that any payment or distribution to or for the benefit of the payments and benefits provided for under Participant pursuant to the terms of this Award Agreement, together with any payments Agreement or benefits under any other plan, arrangement or agreement with the Company, any affiliate, any person whose actions result in a change of ownership or arrangement between effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or any such person, whether paid or payable or distributed or distributable pursuant to the terms of its affiliates and the Participant this Agreement or otherwise (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to the excise tax (the “Excise Tax”) imposed pursuant to by Section 4999 of the Code if and only if such reduction would Code, then the Company shall pay or provide to the Participant with an the greatest of the following, whichever gives the Participant the highest net after-tax amount greater (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Payments, or (2) one dollar less than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by of the Participant, provided Payments that would subject the Participant to the extent any order is required to be set forth hereinExcise Tax (the “Safe Harbor Cap”). If the Payments are so reduced, then such reduction the Company shall be applied reduce or eliminate the Payments in the following order: (aA) equity-based payments that may not be valued under Treas. Reg. Section 1.280G-1, Q&A-24(c) (“24(c)”), (B) cash-based payments that many not be valued under 24(c), (C) equity-based payments that may be valued under 24(c), (D) cash payments that may be valued under 24(c) and (E) other types of benefits. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not "deferred compensation" within the meaning of Section 409A of the Code and next with respect to payments that are payable deferred compensation, in cash each case, beginning with payments or benefits that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(ato be paid the farthest in time from the Qualified Firm's (as defined below) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; determination. (b) payments due All determinations required to be made under this Section 9, including whether and when the Safe Harbor Cap is required and the amount of the reduction of the Payments pursuant to the Safe Harbor Cap and the assumptions to be utilized in respect arriving at such determination, shall be made by a certified public accounting firm or executive compensation consulting firm, in either case of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(anational standing (a “Qualified Firm”) will selected by the Company that is reasonably acceptable to the Participant. All fees and expenses of the Qualified Firm shall be reduced next (if necessaryborne solely by the Company. Any determination by the Qualified Firm shall be binding upon the Company and the Participant. Participant shall cooperate, to zero)the extent Participant’s reasonable out-of-pocket expenses are reimbursed by the Company, with amounts that are payable any reasonable requests by the Company in connection with any contests or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), disputes with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due Internal Revenue Service in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), connection with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataExcise Tax.

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the benefit of ▇▇▇▇▇▇ by Altimmune, any affiliate thereof, any person or entity who acquires ownership or effective control of Altimmune or ownership of a substantial portion of Altimmune’s assets (within the meaning of Section 280G of the payments Code and benefits provided for under this Award Agreementthe regulations thereunder), together with any payments or benefits under any other agreement or arrangement between the Company or any affiliate of its affiliates and such person or entity, whether paid or payable or distributed or distributable pursuant to the Participant terms of this Agreement or otherwise (collectively, the “Payments”) would constitute a constitutes “parachute paymentpayments” (within the meaning of Section 280G of the Code), and if (ii) such aggregate Payments would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount ▇▇▇▇▇▇ would receive, after all taxes, if ▇▇▇▇▇▇ received aggregate Payments equal (as valued under Section 280G of the Code) to only three times ▇▇▇▇▇▇’▇ “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent any reduction is necessary) necessary so that no Payments to be made or benefit to be provided to ▇▇▇▇▇▇ shall be subject to the amount Excise Tax; provided, however, that, solely to the extent applicable, Altimmune shall use its reasonable best efforts to obtain shareholder approval of the Payments provided for in this Agreement in a manner intended to satisfy requirements of the “shareholder approval” exception to Section 280G of the Code and the regulations promulgated thereunder, such that would result in no payment may be made to ▇▇▇▇▇▇ of such Payments without the application of an Excise Tax. If the Payments are so reduced, Altimmune shall reduce or eliminate the Payments (x) by first reducing or eliminating the portion of the Payments being which are not payable in cash (other than that portion of the Payments subject to the excise tax imposed pursuant to Section 4999 clause (z) hereof), (y) then by reducing or eliminating cash payments (other than that portion of the Code if Payments subject to clause (z) hereof) and only if such reduction would provide (z) then by reducing or eliminating the Participant portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with an after-tax amount greater than if there was no reduction. Any reduction payments or benefits which are to be paid the farthest in time. (b) The determination of whether the Payments shall be done reduced as provided in a manner that maximizes Section 22(a) hereof and the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then of such reduction shall be applied in made at Altimmune’s expense by an independent public accounting firm of national reputation selected by Altimmune (the following order: “Accounting Firm”). The Accounting Firm shall provide its determination (athe “Determination”), together with detailed supporting calculations and documentation, to Altimmune and ▇▇▇▇▇▇ within ten (10) payments days after ▇▇▇▇▇▇’▇ final day of employment. If the Accounting Firm determines that are no Excise Tax is payable in cash by ▇▇▇▇▇▇ with respect to the Payments, it shall furnish ▇▇▇▇▇▇ with an opinion reasonably acceptable to him that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) no Excise Tax will be reduced (if necessaryimposed with respect to any such payments and, to zero)absent manifest error, with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1such Determination shall be binding, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); final and (e) all other non-cash benefits will be next reduced pro-rataconclusive upon Altimmune and ▇▇▇▇▇▇.

Section 280G. Notwithstanding anything contained in this Award Agreement (a) If (i) the aggregate of all amounts and benefits due to the contraryExecutive, to the extent that any of the payments and benefits provided for under this Award Agreement, together with any payments Agreement or benefits under any other plan, program, agreement or arrangement between of the Company or of any of its affiliates Affiliates, would, if received by the Executive in full and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of valued under Section 280G of the Code, the amount of constitute “parachute payments” as such Payments shall be reduced (to the extent any reduction term is necessary) to the amount that would result defined in no portion and under Section 280G of the Payments being subject to Code (collectively, “280G Benefits”), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater Code, be less than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount the Executive would receive, after all taxes, if the Executive received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to be retained by only three (3) times the ParticipantExecutive’s “base amount,” as defined in and under Section 280G of the Code, provided less $1.00, then (iii) the cash 280G Benefits (other than cash benefits relating to the acceleration of equity awards) that do not constitute “deferred compensation” for purposes of Section 409A of the Code shall (to the extent any order that the reduction of cash 280G Benefits (other than cash benefits relating to the acceleration of equity awards) can achieve the intended result) be reduced, pro rata, or eliminated, to the extent necessary so that the 280G Benefits received by the Executive will not constitute parachute payments; and (iv) if elimination of the cash 280G Benefits (other than cash benefits relating to the acceleration of equity awards) that do not constitute such “deferred compensation” is required insufficient to be set forth hereinachieve the intended result, then such the remaining cash 280G Benefits (other than cash benefits relating to the acceleration of equity awards) shall (to the extent that reduction shall be applied in of all cash 280G Benefits (other than cash benefits relating to the following order: (aacceleration of equity awards) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(acan achieve the intended result) will be reduced (if necessaryon such pro rata or other basis as complies with Section 409A) or eliminated to the extent necessary so that the 280G Benefits received by the Executive will not constitute parachute payments. The determinations with respect to this Section 4(a) shall be made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be the Company’s regular independent auditor unless the Executive reasonably objects to the use of that firm, to zero), with amounts that are payable last reduced first; in which event the Auditor will be a nationally recognized United States public accounting firm chosen by the Parties. (b) payments due It is possible that after the determinations and selections made pursuant to Section 4(a) the Executive will receive 280G Benefits that are, in respect the aggregate, either more or less than the amount provided under Section 4(a) (hereafter referred to as an “Excess Payment” or “Underpayment”, respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly repay the Excess Payment to the Company, together with interest on the Excess Payment at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment. In the event that it is determined (i) by arbitration pursuant to Section 7, (ii) by a court or (iii) by the Auditor upon request by any equity valued at full value under Treasury Regulation Section 1.280G-1of the Parties, Q&A 24(a) will be reduced next that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive (if necessary, to zerobut in any event within 10 days of such determination), together with amounts that are payable or deliverable last reduced first; (cinterest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of Section 4(a) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with not been applied until the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect date of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-ratapayment.

Section 280G. Notwithstanding anything contained in this Award Agreement (a) If (i) the aggregate of all amounts and benefits due to the contrary, to the extent that any of the payments and benefits provided for Executive under this Award Agreement, together with any payments Agreement or benefits under any other agreement or Company arrangement between would, if received by the Company or any of its affiliates Executive in full and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of valued under Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result constitute “parachute payments” as defined in no portion and under Section 280G of the Payments being subject to Code (collectively, “280G Benefits”), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater Code, be less than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount the Executive would receive, after all taxes, if the Executive received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to be retained by only three times the ParticipantExecutive’s “base amount” as defined in and under Section 280G of the Code, provided that less $1.00, then (iii) such 280G Benefits as the Executive shall select shall (to the extent that the reduction of such 280G Benefits can achieve the intended result and such 280G Benefits are not subject to Section 409A of the Code) be reduced or eliminated to the extent necessary so that the aggregate 280G Benefits received by the Executive will not constitute parachute payments. Notwithstanding the foregoing, if any 280G Benefits are subject to Section 409A of the Code or if the Executive fails to select an order is required to be set forth hereinunder the preceding sentence, then any such reduction shall be applied occur in the following order: (ai) by eliminating the acceleration of vesting of any stock options for which the exercise price exceeds the fair market value (and if there is more than one option award so outstanding, then the acceleration of the vesting of the most “under water” option shall be reduced first, and so-on); (ii) by reducing any cash payments not subject to Section 409A of the Code; (iii) by reducing any benefit continuation payments (and if there be more than one such payment, by reducing the payments in reverse order, with the payments made the earliest being reduced first); (iv), by reducing any cash payments that are payable subject to Section 409A of the Code (and if there be more than one such payment, by reducing the payments in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero)reverse order, with the highest values payments made the earliest being reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24first); (dv) by reducing the payments due in respect of any equity valued at less restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to the Executive by the Company that are subject to performance-based vesting (and if there be more than full value under Treasury Regulation Section 1.280G-1one such award held by the Executive, Q&A 24 will be reduced next (if necessary, to zero)by reducing the awards in the reverse order of the date of their award, with the highest values most-recently awarded reduced first and the oldest award reduced last); (as vi) by reducing the payments of any restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to the Executive by the Company that are subject to time-based vesting (and if there be more than one such values are determined under Treasury Regulation Section 1.280G-1award held by Executive, Q&A 24by reducing the awards in the reverse order of the date of their award, with the most-recently awarded reduced first and the oldest award reduced last); and (evii) all other non-cash benefits by reducing the acceleration of vesting of any stock options that are not described in (i), above. (b) The determinations with respect to this Section 7.2 shall be made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be the Company’s regular independent auditor unless the Executive reasonably objects to the use of that firm, in which event the Auditor will be next reduced pro-rataa nationally recognized United States public accounting firm chosen by the Parties. (c) It is possible that after the determinations and selections made pursuant to this Section 7.2, the Executive will receive 280G Benefits that are, in the aggregate, either more or less than the amount provided under this Section 7.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to the Excess Payment to the Company, together with interest on such amount at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such payment. In the event that it is determined (i) by a court or (ii) by the Auditor upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 7.2 not been applied until the date of such payment. (d) Notwithstanding the foregoing, if it appears that any amount or benefit that is to be paid to the Executive under this Agreement or any other plan, program, agreement, or arrangement of the Company or any of its Affiliates may constitute a “parachute payment” under Section 280G(b)(2) of the Code, the Company shall use its best reasonable efforts to obtain shareholder approval of such payments for purposes of Section 280G(b)(5) of the Code.

Section 280G. (A) Notwithstanding anything contained in any other provision of this Award Agreement or any other plan, arrangement or agreement to the contrary, to the extent that if (i) any of the payments and or benefits provided or to be provided by ChannelAdvisor to You or for under Your benefit pursuant to the terms of this Award Agreement, together with any payments Agreement or benefits under any other agreement or arrangement between the Company or any of its affiliates and the Participant otherwise (collectively, the “Covered Payments”) would constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being Code subject to the excise tax imposed pursuant to under Section 4999 of the Code if (or any successor provision) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), and only if such reduction (ii) the aggregate present value of the parachute payments reduced by the Excise Tax would provide be less than three (3) times Your “base amount” as defined in Section 280G(b)(3) of the Participant with an after-tax amount greater than if there was no reduction. Any reduction Code, then the Covered Payments shall be done in a manner that maximizes the amount to be retained by the Participant, provided that reduced (but not below zero) to the minimum extent any order necessary to ensure that no portion of the Covered Payments is required subject to be set forth herein, then the Excise Tax. (B) Any such reduction shall be applied made by in accordance with Section 409A of the following order: Code and the following: (ai) payments that are payable in cash that are valued at full value under Treasury Regulation the Covered Payments which do not constitute nonqualified deferred compensation subject to Section 1.280G-1, Q&A 24(a) will 409A of the Code shall be reduced first; (if necessary, to zero), with amounts that are payable last reduced first; (bii) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will all other Covered Payments shall then be reduced next as follows: (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (cA) cash payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will shall be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24)before non-cash payments; and (eB) all other non-cash benefits payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date; and (iii) in the event that accelerated vesting of Awards is to be reduced, such acceleration will be next reduced pro-ratacancelled in the reverse order of the dates on which the Awards were granted. (C) You shall provide ChannelAdvisor with such information and documents as ChannelAdvisor may reasonably request in order to make a determination under this Section 3.

Section 280G. (A) Notwithstanding anything contained in any other provision of this Award Agreement or any other plan, arrangement or agreement to the contrary, to the extent that if (i) any of the payments and or benefits provided or to be provided by ChannelAdvisor to You or for under Your benefit pursuant to the terms of this Award Agreement, together with any payments Agreement or benefits under any other agreement or arrangement between the Company or any of its affiliates and the Participant otherwise (collectively, the “Covered Payments”) would constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being Code subject to the excise tax imposed pursuant to under Section 4999 of the Code if (or any successor provision) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), and only if such reduction (ii) the aggregate present value of the parachute payments reduced by the Excise Tax would provide be less than three (3) times Your “base amount” as defined in Section 280G(b)(3) of the Participant with an after-tax amount greater than if there was no reduction. Any reduction Code, then the Covered Payments shall be done in a manner that maximizes the amount to be retained by the Participant, provided that reduced (but not below zero) to the minimum extent any order necessary to ensure that no portion of the Covered Payments is required subject to be set forth herein, then the Excise Tax. (B) Any such reduction shall be applied made by in accordance with Section 409A of the following order: Code and the following: (ai) payments that are payable in cash that are valued at full value under Treasury Regulation the Covered Payments which do not constitute nonqualified deferred compensation subject to Section 1.280G-1, Q&A 24(a) will 409A of the Code shall be reduced first; (if necessary, to zero), with amounts that are payable last reduced first; (bii) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will all other Covered Payments shall then be reduced next as follows: (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (cA) cash payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will shall be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24)before non-cash payments; and (eB) all other non-cash benefits payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date; and (iii) in the event that accelerated vesting of Awards is to be reduced, such acceleration will be next reduced pro-ratacancelled in the reverse order of the dates on which the Awards were granted. (C) You shall provide ChannelAdvisor with such information and documents as ChannelAdvisor may reasonably request in order to make a determination under this Section 4.

Section 280G. Notwithstanding anything contained in this Award Agreement to the contrary, to the extent that any of the payments and benefits provided for under this Award Agreement, together with any payments or benefits under any other agreement or arrangement between the Company or any of its affiliates and the Participant (collectively, the “"Payments”") would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rata.. [Signatures appear on the following page]

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the benefit of ▇▇▇▇▇▇▇▇ by Altimmune, any affiliate thereof, any person or entity who acquires ownership or effective control of Altimmune or ownership of a substantial portion of Altimmune’s assets (within the meaning of Section 280G of the payments Code and benefits provided for under this Award Agreementthe regulations thereunder), together with any payments or benefits under any other agreement or arrangement between the Company or any affiliate of its affiliates and such person or entity, whether paid or payable or distributed or distributable pursuant to the Participant terms of this Agreement or otherwise (collectively, the “Payments”) would constitute a constitutes “parachute paymentpayments” (within the meaning of Section 280G of the Code), and if (ii) such aggregate Payments would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount ▇▇▇▇▇▇▇▇ would receive, after all taxes, if ▇▇▇▇▇▇▇▇ received aggregate Payments equal (as valued under Section 280G of the Code) to only three times ▇▇▇▇▇▇▇▇’▇ “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent any reduction is necessary) necessary so that no Payments to be made or benefit to be provided to ▇▇▇▇▇▇▇▇ shall be subject to the amount Excise Tax; provided, however, that, solely to the extent applicable, Altimmune shall use its reasonable best efforts to obtain shareholder approval of the Payments provided for in this Agreement in a manner intended to satisfy requirements of the “shareholder approval” exception to Section 280G of the Code and the regulations promulgated thereunder, such that would result in no payment may be made to ▇▇▇▇▇▇▇▇ of such Payments without the application of an Excise Tax. If the Payments are so reduced, Altimmune shall reduce or eliminate the Payments (x) by first reducing or eliminating the portion of the Payments being which are not payable in cash (other than that portion of the Payments subject to the excise tax imposed pursuant to Section 4999 clause (z) hereof), (y) then by reducing or eliminating cash payments (other than that portion of the Code if Payments subject to clause (z) hereof) and only if such reduction would provide (z) then by reducing or eliminating the Participant portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with an after-tax amount greater than if there was no reduction. Any reduction payments or benefits which are to be paid the farthest in time. (b) The determination of whether the Payments shall be done reduced as provided in a manner that maximizes Section 22(a) hereof and the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then of such reduction shall be applied in made at Altimmune’s expense by an independent public accounting firm of national reputation selected by Altimmune (the following order: “Accounting Firm”). The Accounting Firm shall provide its determination (athe “Determination”), together with detailed supporting calculations and documentation, to Altimmune and ▇▇▇▇▇▇▇▇ within ten (10) payments days after ▇▇▇▇▇▇▇▇’▇ final day of employment. If the Accounting Firm determines that are no Excise Tax is payable in cash by ▇▇▇▇▇▇▇▇ with respect to the Payments, it shall furnish ▇▇▇▇▇▇▇▇ with an opinion reasonably acceptable to her that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) no Excise Tax will be reduced (if necessaryimposed with respect to any such payments and, to zero)absent manifest error, with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1such Determination shall be binding, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); final and (e) all other non-cash benefits will be next reduced pro-rataconclusive upon Altimmune and ▇▇▇▇▇▇▇▇.

Section 280G. Notwithstanding anything contained in this Award Agreement to In the contrary, to the extent event that any of payment or benefit that the payments and benefits provided for under this Award Agreement, together with any payments or benefits under any other agreement or arrangement between Executive would receive from the Company or any otherwise in connection with a change of its affiliates and the Participant control or other similar transaction (collectively, the a “Payments280G Payment”) (i) would constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 8.6, would be subject to the excise tax imposed by Section 4999 of the Code, the amount of then any such Payments 280G Payment shall be reduced payable either (a) in full, or (b) as to the extent any reduction is necessary) to the such lesser amount that which would result in no portion of the Payments such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed pursuant to by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of payments and benefits notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax Code. If a reduced amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount is to be retained by the Participantpaid under this Section 6.1, provided that to the extent any order is required to be set forth herein, then such reduction reductions in payments and/or benefits shall be applied occur in the following order: (a1) if none of the payments is nonqualified deferred compensation under Section 409A, then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment and (2) if any payment constitutes nonqualified deferred compensation under Section 409A or if the Executive fails to elect an order, then the payments to be reduced shall be determined in a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, shall be reduced in the inverse order of when payment would have been made to Executive, until the reduction is achieved; provided, however, that are payable no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A) to the extent such reduction or elimination would accelerate or defer the timing of such payment in cash manner that are valued does not comply with Section 409A. All determinations required to be made under this paragraph, including the manner and amount of any reduction in your payments hereunder, and the assumptions to be utilized in arriving at full value such determinations, shall be made in writing in good faith by a nationally recognized accounting or consulting firm selected by the Company and subject to the Executive’s reasonable approval (the “Accounting Firm”). For purposes of making the determinations and calculations required by this paragraph, the Accounting Firm may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code, provided that no portion of any such amounts shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation. The Company and the Executive shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request to make a determination under Treasury Regulation this Section 1.280G-18.6. The Accounting Firm shall provide its written report to the Company and the Executive, Q&A 24(awhich shall include information regarding methodology and detailed supporting calculations. The Company shall bear all reasonable fees, costs and expenses the Accounting Firm may incur in connection with any calculations contemplated by this paragraph. The Executive and the Company shall reasonably cooperate in case of a potential change in control of the Company (within the meaning of Section 280G of the Code) to consider alternatives to mitigate any Section 280G exposure, including the valuation of any noncompetition covenants, although the Company cannot guarantee any such alternatives will be reduced (if necessary, available or approved by the Company and neither the Executive nor the Company shall be obligated to zero), with amounts that are payable last reduced first; (b) payments due in respect of enter into any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataalternative arrangements.

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrarycontrary herein, to the extent if it shall be determined that any of the payments and benefits provided for under this Award Agreement, together with any payments payment or benefits benefit hereunder or under any other plan or agreement or arrangement between otherwise, calculated in a manner consistent with Section 280G of the Company or any Internal Revenue Code of its affiliates 1986, as amended (the “Code”), and the Participant applicable regulations thereunder (collectively, the collectively “Payments”) would constitute a ““ parachute payment” to Executive within the meaning of Section 280G of the Code, the amount of such Payments shall and thus would not be reduced (to the extent any reduction is necessary) to the amount that would result in no portion deductible under Section 280G of the Payments being Code and would be subject to the excise tax imposed pursuant to by Section 4999 of the Code (“280G Tax”), and if and only if such reduction Executive would provide the Participant with an be in a better after-tax amount greater than if there was no reduction. Any reduction position by reducing the Payments, the Payments shall be done in a manner reduced such that maximizes the sum of all Payments is $1.00 less than the amount to be retained by the Participant, provided that at which Executive becomes subject to the extent any order is required to be set forth hereinexcise tax imposed by Section 4999 of the Code. In such case, then such reduction the Payments shall be applied reduced in the following order, in each case, in reverse chronological order beginning with the Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (a1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are payable in cash that are valued at full value not subject to calculation under Treasury Regulation Section Treas. Reg. §1.280G-1, Q&A 24(aQ&A-24(b) will or (c) shall be reduced (if necessary, to zero), with before any amounts that are payable last reduced first; subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (b) payments due in respect of any equity valued at full value Any determinations to be made under Treasury Regulation this Section 1.280G-1, Q&A 24(a) will 8 shall be reduced next made by the Company’s independent public accountants (if necessary, to zerothe “Accounting Firm”), with amounts that are payable or deliverable last reduced first; (c) payments that are payable which firm shall provide its determinations and any supporting calculations both to the Company and to Executive, and shall be binding upon the Company and Executive. All fees and expenses of the Accounting Firm in cash that are valued at less than full value under Treasury Regulation performing the determinations referred to in this Section 1.280G- 1, Q&A 24 will shall be reduced next (if necessary, to zero), with borne solely by the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataCompany.

Section 280G. Notwithstanding anything contained in this Award Agreement a. If the aggregate of all amounts and benefits due to the contrary, to the extent that any of the payments and benefits provided for Executive under this Award Agreement, together with any payments Agreement or benefits under any other plan, program, agreement or arrangement between of the Company or any of its affiliates and affiliates, which, if received by the Participant (collectivelyExecutive in full, the “Payments”) would constitute a “parachute paymentpayments,” within the meaning of as such term is defined in and under Section 280G of the CodeCode (collectively, the amount “Change of such Payments shall be Control Benefits”), reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to by all Federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code 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 3 times the Executive’s “base amount,” as defined in and only if determined under Section 280G of the Code, then such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction Change of Control Benefits shall be done in a manner that maximizes the amount to be retained by the Participant, provided that reduced or eliminated to the extent any order necessary so that the Change of Control Benefits received by the Executive will not constitute parachute payments. If a reduction in the Change of Control Benefits is required to be set forth hereinnecessary, then such reduction shall be applied occur in the following order unless the Executive elects in writing a different order: , subject to the Company’s consent (awhich shall not be unreasonably withheld or delayed): (i) payments severance payment based on a multiple of Base Salary and/or annual bonus; (ii) other cash payments; (iii) acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are payable in cash that are not permitted to be valued under Treasury Regulations Section 1.280G-1 Q/A - 24(c); (iv) any equity awards accelerated or otherwise valued at full value value, provided such equity awards are not permitted to be valued under Treasury Regulation Regulations Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 241.280G-1 Q/A - 24(c); (dv) payments due in respect acceleration of any equity vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are permitted to be valued at less than full value under Treasury Regulation Regulations Section 1.280G-1, Q&A 24 will be reduced next 1.280G-1 Q/A - 24(c); (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24)vi) acceleration of vesting of all other stock options and equity awards; and (evii) all other non-cash benefits within any category, reductions shall be from the last due payment to the first. b. It is possible that after the determinations and selections made pursuant to Section 14.1 above the Executive will be next reduced pro-ratareceive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 14.1 above (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If there is an Excess Payment, the Executive shall promptly repay the Company an amount consistent with this Section 14.2. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this Section 14.2.

Section 280G. Notwithstanding anything contained in this Award Agreement to In the contrary, to the extent event that any of the payments and benefits provided for under payable to a Key Employee pursuant to this Award Agreement, together with any payments Agreement or benefits under any other agreement or arrangement between the Company or any of its affiliates and the Participant otherwise (collectively, the “Payments”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, the amount of such Payments shall Code and (ii) but for this Section 18 would be reduced (subject to the extent excise tax imposed by Section 4999 of the Code or any reduction is necessarycomparable successor provisions (the “Excise Tax”), then the Key Employee’s Payments hereunder will be either (x) provided to the amount that Key Employee in full or (y) provided to the Key Employee as to such lesser extent which would result in no portion of the Payments such benefits being subject to the excise Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax and any other applicable taxes, results in the receipt by the Key Employee, on an after-tax imposed basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. In the event that the Payments are to be reduced pursuant to this Section 18, and none of such Payments are “deferred compensation” subject to Section 409A of the Code, then the reduction will occur in the manner elected by the Key Employee in writing prior to the date of payment. If any Payment constitutes “deferred compensation” subject to Section 409A of the Code or if the Key Employee fails to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Key Employee and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made, until the reduction is achieved. Unless the Company and the Key Employee otherwise agree in writing, any determination required under this Section 18 will be made in writing in good faith by a nationally recognized accounting firm selected by the Company (the “Accountants”) which will provide detailed supporting calculations both to the Company and the Key Employee within fifteen (15) business days of the receipt of notice from the Company or the Key Employee that there has been a payment that may be subject to Section 4999 of the Code if and only if Code, or such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained earlier time as is requested by the ParticipantCompany, provided that and whose determination will be final, conclusive and binding upon the Key Employee and the Company for all purposes (and the Company will report such payments consistently and will reasonably defend such calculations). For purposes of making the calculations required by this Section 18, 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 the Key Employee agree to furnish to the extent Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountants may reasonably incur in connection with any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation calculations contemplated by this Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rata18.

Section 280G. Notwithstanding anything contained In the event that Holdco or PGA Holdings undergoes a “change in this Award Agreement to ownership or control” (within the contrarymeaning of Section 280G of the Code) after Holdco, to PGA Holdings or any affiliate of Holdco or PGA Holdings (including the extent Company) that would be treated, together with Holdco or PGA Holdings, as a single corporation under Section 280G of the Code and the regulations thereunder has stock that is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code and the regulations thereunder) and all, or any portion, of the payments and benefits provided for under this Award Agreement, either alone or together with any other payments or benefits under any other agreement which the Employee receives or arrangement between is entitled to receive from Holdco, the Company or any of its affiliates and the Participant PGA Holdings (collectively, the “Total Payments”) would ), could constitute a an “excess parachute payment” within the meaning of Section 280G of the Code, then the amount of such Payments Employee shall be reduced entitled to receive (i) an amount limited (to the minimum extent any reduction is necessary) to the amount so that would result in no portion of the Total Payments being subject shall be non-deductible for US federal income taxes by reason of Section 280G of the Code (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed pursuant to by Section 4999 of the Code if (the “Excise Tax”) and only if such reduction would provide the Participant amount of all other applicable federal, state and local taxes (with an income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax amount greater than if there was no reduction. Any reduction proceeds, the Total Payments shall be done in a manner that maximizes reduced to equal the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied Limited Amount in the following order: (ai) first, by reducing cash severance payments that are payable in cash exempt from Section 409A of the Code, (ii) second, by reducing other payments and benefits that are valued at full value under exempt from Section 409A of the Code and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulation Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 1.280G-1409A of the Code and (iv) finally, Q&A 24(a) by reducing payments and benefits that are subject to Section 409A of the Code, in each case, with all such reductions done on a pro rata basis. All determinations made pursuant this Section 25 will be reduced made at PGA Holdings’ or its affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Sections 280G and 4999 of the Code selected by PGA Holdings for such purpose (if necessarythe “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of PGA Holdings and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 25, the excess amount shall be returned immediately by the Employee to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 25, the additional amount shall be paid immediately by Holdco, the Company, PGA Holdings or any affiliate of Holdco, the Company or PGA Holdings, as applicable, to zero), with amounts that are payable last reduced first; (b) payments due in respect the Employee. [The remainder of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-ratathis page is intentionally left blank.]

Section 280G. Notwithstanding anything contained in this Award Agreement to the contrary, to (a) To the extent that any payment or distribution to or for the benefit of the payments and benefits provided for under Participant pursuant to the terms of this Award Agreement, together with any payments Agreement or benefits under any other plan, arrangement or agreement with the Company, any affiliate, any person whose actions result in a change of ownership or arrangement between effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or any such person, whether paid or payable or distributed or distributable pursuant to the terms of its affiliates and this Agreement or otherwise (the Participant (collectively, the “"Payments”") would constitute a “parachute payment” within the meaning of Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to the excise tax (the "Excise Tax") imposed pursuant to by Section 4999 of the Code if and only if such reduction would Code, then the Company shall pay or provide to the Participant with an the greatest of the following, whichever gives the Participant the highest net after-tax amount greater (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Payments, or (2) one dollar less than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by of the Participant, provided Payments that would subject the Participant to the extent any order is required to be set forth hereinExcise Tax (the "Safe Harbor Cap"). If the Payments are so reduced, then such reduction the Company shall be applied reduce or eliminate the Payments in the following order: (aA) equity-based payments that may not be valued under Treas. Reg. Section 1.280G-1, Q&A-24(c) ("24(c)"), (B) cash-based payments that many not be valued under 24(c), (C) equity-based payments that may be valued under 24(c), (D) cash payments that may be valued under 24(c) and (E) other types of benefits. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not "deferred compensation" within the meaning of Section 409A of the Code and next with respect to payments that are payable deferred compensation, in cash each case, beginning with payments or benefits that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(ato be paid the farthest in time from the Qualified Firm's (as defined below) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; determination. (b) payments due All determinations required to be made under this Section 9, including whether and when the Safe Harbor Cap is required and the amount of the reduction of the Payments pursuant to the Safe Harbor Cap and the assumptions to be utilized in respect arriving at such determination, shall be made by a certified public accounting firm or executive compensation consulting firm, in either case of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(anational standing (a "Qualified Firm") will selected by the Company that is reasonably acceptable to the Participant. All fees and expenses of the Qualified Firm shall be reduced next (if necessaryborne solely by the Company. Any determination by the Qualified Firm shall be binding upon the Company and the Participant. Participant shall cooperate, to zero)the extent Participant’s reasonable out-of-pocket expenses are reimbursed by the Company, with amounts that are payable any reasonable requests by the Company in connection with any contests or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), disputes with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due Internal Revenue Service in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), connection with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataExcise Tax.

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrarycontrary herein, to the extent if it shall be determined that any of the payments and benefits provided for under this Award Agreement, together with any payments payment or benefits benefit hereunder or under any other plan or agreement or arrangement between otherwise, calculated in a manner consistent with Section 280G of the Company or any Internal Revenue Code of its affiliates 1986, as amended (the “Code”), and the Participant applicable regulations thereunder (collectively, the collectively “Payments”) ), would constitute a ““ parachute payment” to Executive within the meaning of Section 280G of the Code, the amount of such Payments shall and thus would not be reduced (to the extent any reduction is necessary) to the amount that would result in no portion deductible under Section 280G of the Payments being Code and would be subject to the excise tax imposed pursuant to by Section 4999 of the Code (“280G Tax”), and if and only if such reduction Executive would provide the Participant with an be in a better after-tax amount greater than if there was no reduction. Any reduction position by reducing the Payments, the Payments shall be done in a manner reduced such that maximizes the sum of all Payments is $1.00 less than the amount to be retained by the Participant, provided that at which Executive becomes subject to the extent any order is required to be set forth hereinexcise tax imposed by Section 4999 of the Code. In such case, then such reduction the Payments shall be applied reduced in the following order, in each case, in reverse chronological order beginning with the Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (a1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing aggregate Payments all amounts or payments that are payable in cash that are valued at full value not subject to calculation under Treasury Regulation Section Treas. Reg. §1.280G-1, Q&A 24(aQ&A-24(b) will or (c) shall be reduced (if necessary, to zero), with before any amounts that are payable last reduced first; subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (b) payments due in respect of any equity valued at full value Any determinations to be made under Treasury Regulation this Section 1.280G-1, Q&A 24(a) will 8 shall be reduced next made by the Company’s independent public accountants (if necessary, to zerothe “Accounting Firm”), with amounts that are payable or deliverable last reduced first; (c) payments that are payable which firm shall provide its ACTIVE/84691149.2 determinations and any supporting calculations both to the Company and to Executive, and shall be binding upon the Company and Executive. All fees and expenses of the Accounting Firm in cash that are valued at less than full value under Treasury Regulation performing the determinations referred to in this Section 1.280G- 1, Q&A 24 will shall be reduced next (if necessary, to zero), with borne solely by the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataCompany.

Section 280G. (a) Notwithstanding anything contained in this Award Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the benefit of ▇▇▇▇▇▇▇ by Altimmune, any affiliate thereof, any person or entity who acquires ownership or effective control of Altimmune or ownership of a substantial portion of Altimmune’s assets (within the meaning of Section 280G of the payments Code and benefits provided for under this Award Agreementthe regulations thereunder), together with any payments or benefits under any other agreement or arrangement between the Company or any affiliate of its affiliates and such person or entity, whether paid or payable or distributed or distributable pursuant to the Participant terms of this Agreement or otherwise (collectively, the “Payments”) would constitute a constitutes “parachute paymentpayments” (within the meaning of Section 280G of the Code), and if (ii) such aggregate Payments would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount ▇▇▇▇▇▇▇ would receive, after all taxes, if ▇▇▇▇▇▇▇ received aggregate Payments equal (as valued under Section 280G of the Code) to only three times ▇▇▇▇▇▇▇’ “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent any reduction is necessary) necessary so that no Payments to be made or benefit to be provided to ▇▇▇▇▇▇▇ shall be subject to the amount Excise Tax; provided, however, that, solely to the extent applicable, Altimmune shall use its reasonable best efforts to obtain shareholder approval of the Payments provided for in this Agreement in a manner intended to satisfy requirements of the “shareholder approval” exception to Section 280G of the Code and the regulations promulgated thereunder, such that would result in no payment may be made to ▇▇▇▇▇▇▇ of such Payments without the application of an Excise Tax. If the Payments are so reduced, Altimmune shall reduce or eliminate the Payments (x) by first reducing or eliminating the portion of the Payments being which are not payable in cash (other than that portion of the Payments subject to the excise tax imposed pursuant to Section 4999 clause (z) hereof), (y) then by reducing or eliminating cash payments (other than that portion of the Code if Payments subject to clause (z) hereof) and only if such reduction would provide (z) then by reducing or eliminating the Participant portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with an after-tax amount greater than if there was no reduction. Any reduction payments or benefits which are to be paid the farthest in time. (b) The determination of whether the Payments shall be done reduced as provided in a manner that maximizes Section 22(a) hereof and the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then of such reduction shall be applied in made at Altimmune’s expense by an independent public accounting firm of national reputation selected by Altimmune (the following order: “Accounting Firm”). The Accounting Firm shall provide its determination (athe “Determination”), together with detailed supporting calculations and documentation, to Altimmune and ▇▇▇▇▇▇▇ within ten (10) payments days after ▇▇▇▇▇▇▇’ final day of employment. If the Accounting Firm determines that are no Excise Tax is payable in cash by ▇▇▇▇▇▇▇ with respect to the Payments, it shall furnish ▇▇▇▇▇▇▇ with an opinion reasonably acceptable to him that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) no Excise Tax will be reduced (if necessaryimposed with respect to any such payments and, to zero)absent manifest error, with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1such Determination shall be binding, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); final and (e) all other non-cash benefits will be next reduced pro-rataconclusive upon Altimmune and ▇▇▇▇▇▇▇.

Section 280G. i. Notwithstanding anything contained any other provision of this Agreement, in this Award Agreement the event that the amount of any compensation, payment or distribution by CNB to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the contraryterms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the extent that any excise tax imposed by Section 4999 of the payments and benefits Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided for under this Award Agreement, together with any payments or benefits under any other agreement or arrangement between that such reduction shall only occur if it would result in Executive receiving a higher After Tax Amount (as defined below) than Executive would receive if the Company or any of its affiliates and the Participant (collectivelyAggregate Payments were not subject to such reduction. In such event, the “Payments”) would constitute a “parachute payment” within Aggregate Payments shall be reduced in the meaning following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided, that, notwithstanding the foregoing, to the extent permitted by Section 409A of the Code, Executive’s benefits under his SERP arrangement with CNB shall be the last category of Aggregate Payments that shall be reduced pursuant to this Section 6.a; and provided, further, that, in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). ii. For purposes of this Section 6.a, the “After Tax Amount” means the amount of such the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on Executive as a result of Executive’s receipt of the Aggregate Payments. For purposes of determining the After-Tax Amount, Executive shall be reduced (deemed to pay federal income taxes at the extent any reduction highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is necessary) to be made, and state and local income taxes at the amount that would result highest marginal rates of individual taxation in no portion each applicable state and locality, net of the Payments being subject to the excise tax imposed pursuant to Section 4999 maximum reduction in federal income taxes which could be obtained from deduction of the Code if such state and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-ratalocal taxes.

Section 280G. Notwithstanding anything contained in this Award Agreement to (i) If the contrary, to the extent that any aggregate of the payments all amounts and benefits provided for due to Executive under this Award Agreement, together with any payments Agreement or benefits under any other plan, program, agreement or arrangement between of the Company or any of its affiliates and the Participant (collectivelyCompany Affiliate, the “Payments”) which, if received by Executive in full, would constitute a “parachute paymentpayments,” within the meaning of as such term is defined in and under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the amount (collectively, “Change of such Payments shall be Control Benefits”), reduced (to the extent any reduction is necessary) to the amount that would result in no portion of the Payments being subject to by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code Code, is less than the amount Executive would receive, after all such applicable taxes, if Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three (3) times Executive’s “base amount,” as defined in and only if determined under Section 280G of the Code, then such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction Change of Control Benefits shall be done in a manner that maximizes the amount to be retained by the Participant, provided that reduced or eliminated to the extent any order necessary so that the Change of Control Benefits received by the Executive will not constitute parachute payments. If a reduction in the Change of Control Benefits is required to be set forth hereinnecessary, then such reduction shall be applied occur in the following order unless the Executive elects in writing a different order: , subject to the Company’s consent (awhich shall not be unreasonably withheld or delayed): (i) payments severance payment based on multiple of Base Salary and/or annual bonus; (ii) other cash payments; (iii) any annual incentive compensation paid as severance; (iv) acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are payable in cash that are not permitted to be valued under Treasury Regulations Section 1.280G-1 Q/A – 24(c); (v) any equity awards accelerated or otherwise valued at full value value, provided such equity awards are not permitted to be valued under Treasury Regulation Regulations Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 241.280G-1 Q/A – 24(c); (dvi) payments due in respect acceleration of any equity vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are permitted to be valued at less than full value under Treasury Regulation Regulations Section 1.280G-1, Q&A 24 will be reduced next 1.280G-1 Q/A – 24(c); (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24)vii) acceleration of vesting of all other stock options and equity awards; and (eviii) all other nonwithin any category, reductions shall be from the last due payment to the first. (ii) It is possible that after the determinations and selections made pursuant to Section 5(a) above, Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 5(a) above (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If there is an Excess Payment, Executive shall promptly repay the Company an amount consistent with this Section 5(b). If there is an Underpayment, the Company shall pay Executive an amount consistent with this Section 5(b). (iii) The determinations with respect to this Section shall be made by an independent auditor (the “Auditor”) compensated by the Company. The Auditor shall be the Company’s regular independent auditor, unless the regular independent auditor is unable or unwilling to makes such determinations, in which event the Auditor shall be a nationally-cash benefits will be next reduced pro-ratarecognized United States public accounting firm chosen by the Company.

Section 280G. Notwithstanding anything contained in this Award Agreement (a) In the event that shareholder approval is not obtained pursuant to Section 7.2(c) below, if (i) the aggregate of all amounts and benefits due to the contrary, to the extent that any of the payments and benefits provided for Executive under this Award Agreement, together with any payments Agreement or benefits under any other agreement or Company arrangement between would, if received by the Company or any of its affiliates Executive in full and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of valued under Section 280G of the Code, the amount of such Payments shall be reduced (to the extent any reduction is necessary) to the amount that would result constitute “parachute payments” as defined in no portion and under Section 280G of the Payments being subject to Code (collectively, “280G Benefits”), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater Code, be less than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount the Executive would receive, after all taxes, if the Executive received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to be retained by only three times the ParticipantExecutive’s “base amount” as defined in and under Section 280G of the Code, provided that less $1.00, then (iii) such 280G Benefits as the Executive shall select shall (to the extent that the reduction of such 280G Benefits can achieve the intended result and such 280G Benefits are not subject to Section 409A of the Code) be reduced or eliminated to the extent necessary so that the aggregate 280G Benefits received by the Executive will not constitute parachute payments. Notwithstanding the foregoing, if any 280G Benefits are subject to Section 409A of the Code or if the Executive fails to select an order is required to be set forth hereinunder the preceding sentence, then any such reduction shall be applied occur in the following order: (ai) by eliminating the acceleration of vesting of any stock options for which the exercise price exceeds the fair market value (and if there is more than one option award so outstanding, then the acceleration of the vesting of the most “under water” option shall be reduced first, and so-on); (ii) by reducing any cash payments not subject to Section 409A of the Code; (iii) by reducing any benefit continuation payments (and if there be more than one such payment, by reducing the payments in reverse order, with the payments made the earliest being reduced first); (iv), by reducing any cash payments that are payable subject to Section 409A of the Code (and if there be more than one such payment, by reducing the payments in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero)reverse order, with the highest values payments made the earliest being reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24first); (dv) by reducing the payments due in respect of any equity valued at less restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to the Executive by the Company that are subject to performance-based vesting (and if there be more than full value under Treasury Regulation Section 1.280G-1one such award held by the Executive, Q&A 24 will be reduced next (if necessary, to zero)by reducing the awards in the reverse order of the date of their award, with the highest values most-recently awarded reduced first and the oldest award reduced last); (as vi) by reducing the payments of any restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to the Executive by the Company that are subject to time-based vesting (and if there be more than one such values are determined under Treasury Regulation Section 1.280G-1award held by Executive, Q&A 24by reducing the awards in the reverse order of the date of their award, with the most-recently awarded reduced first and the oldest award reduced last); and (evii) all by reducing the acceleration of vesting of any stock options that are not described in (i), above. (b) It is possible that after the determinations and selections made pursuant to this Section 7.2, the Executive will receive 280G Benefits that are, in the aggregate, either more or less than the amount provided under this Section 7.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to the Excess Payment to the Company, together with interest on such amount at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such payment. In the event that it is determined (i) by a court or (ii) by the Auditor upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 7.2 not been applied until the date of such payment. (c) Notwithstanding the foregoing, if it appears that any amount or benefit that is to be paid to the Executive under this Agreement or any other non-cash benefits will be next reduced pro-rataplan, program, agreement, or arrangement of the Company or any of its Affiliates may constitute a “parachute payment” under Section 280G(b)(2) of the Code, the Company (if eligible to use such exemption) shall (if then eligible to do so) use its best reasonable efforts to obtain shareholder approval of such payments for purposes of Section 280G(b)(5) of the Code.

Section 280G. Notwithstanding anything contained (a) In the event that the Company undergoes a “change in this Award Agreement to ownership or control” (within the contrarymeaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, to the extent that or any portion, of the payments and benefits provided for under this Award AgreementAgreement , either alone or together with any other payments or benefits under any other agreement which the Executive receives or arrangement between is entitled to receive from the Company or any of its affiliates and the Participant (collectivelycollectively , the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) would an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee's after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section l. 280G-l of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company's or its Affiliates' expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations , no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation . In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount of such Payments shall be reduced (returned immediately by the Executive to the extent Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any reduction is necessary) Affiliate of the Company, as applicable, to the amount that would result in no portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide the Participant with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by the Participant, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (a) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (c) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (d) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (e) all other non-cash benefits will be next reduced pro-rataExecutive.