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Determinations by Accounting Firm. All determinations required to be made under this [Subsection 4(f)(v)] shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company. Notwithstanding the foregoing, in the event # the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or # the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or # the Accounting Firm is serving as accountant or auditor for the person(s) effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm reasonably acceptable to Executive to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company. If Payments are reduced to the Safe Harbor Cap or the Accounting Firm determines that no Excise Tax is payable by Executive without a reduction in Payments, the Accounting Firm shall provide a written opinion to Executive to the effect that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The determination by the Accounting Firm shall be binding upon the Company and Executive (except as provided in [Subsection 4(f)(v)(C)] below).

Determinations by Accounting Firm. AllSubject to the provisions of this Section 3, all determinations required to be made under this [Subsection 4(f)(v)]Section 3, including whether and the extent to which the Total Payments will be subject to the Excise Tax and the assumptions to be utilized in arriving at such determination, shall be made by the publica nationally recognized accounting firm selected by the Executive that is retained bynot then serving as accountant or auditor for the individual, entity or group effecting the Change of Control of the Company as of the date immediately prior to the Change in Control (the Accounting Firm“Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15)15 business days of the receipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company. Notwithstanding the foregoing, in the event # the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or # the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or # the Accounting Firm is serving as accountant or auditor for the person(s) effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm reasonably acceptable to Executive to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costsfees and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne solely by the Company. If Payments are reduced to the Safe Harbor Cap or the Accounting Firm determines that no Excise Tax is payable by Executive without a reduction in Payments, the Accounting Firm shall provide a written opinion to Executive to the effect that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The determination by the Accounting Firm shall be binding upon the Company and Executive (except as provided in [Subsection 4(f)(v)(C)] below).

Determinations by Accounting Firm. All determinations required to be made under this [Subsection 4(f)(v)] shall be made by the publicThe accounting firm that is retainedengaged by the Company for general tax purposes as of the date immediatelyday prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supportingwill perform the calculations both toset forth in Section 9(a). If the firm so engaged by the Company and Executive within fifteen (15) business days of the receipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company. Notwithstanding the foregoing, in the event # the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or # the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or # the Accounting Firm is serving as the accountant or auditor for the person(s) effectingacquiring company, the Change in Control, the Board shallCompany will appoint anothera nationally recognized public accounting firm reasonably acceptable to Executive to make the determinations required hereunder (whichhereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm shall then be referredengaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company within 30 days before the consummation of a Change in Control (if requested at that time by the Company) or such other time as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be bornerequested by the Company. If Payments are reduced to the Safe Harbor Cap or the Accounting Firmaccounting firm determines that no Excise Tax is payable by Executive withoutwith respect to a reduction in Payments,Payment, either before or after the Accounting Firm shall provide a written opinion to Executiveapplication of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the effectCompany that the Executive is not required to report anyno Excise Tax onwill be imposed with respect to such Payment. Any good faith determinations of the Executive’s federal income tax return,accounting firm made hereunder will be final, binding and that the failure to report the Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The determination by the Accounting Firm shall be bindingconclusive upon the Company and Executive (except as provided in [Subsection 4(f)(v)(C)] below).Executive.

DeterminationsThe accounting firm engaged by Accounting Firm. Allthe Company for general audit purposes as of the day prior [[Organization A:Organization]] effective date of the Change in Control shall perform the foregoing calculations if requested by the Company including any assumptions to be used in making such calculations. The Company shall bear all expenses reasonably incurred with respect [[Organization A:Organization]] determinations by such accounting firm required to be made under this [Subsection 4(f)(v)] shall be made by the publichereunder. The accounting firm shall provide its calculations [[Organization A:Organization]] and Executive within thirty (30) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that is retainedtime by the Company or Executive) or such other time as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice fromrequested by the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company. Notwithstanding the foregoing, in the event # the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or # the Audit CommitteeExecutive. Any good faith determinations of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or # the Accounting Firm is serving as accountant or auditor for the person(s) effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm reasonably acceptable to Executive to make the determinations requiredmade hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company. If Payments are reduced to the Safe Harbor Cap or the Accounting Firm determines that no Excise Tax is payable by Executive without a reduction in Payments, the Accounting Firm shall provide a written opinion to Executive to the effect that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return,final, binding and that the failure to report the Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The determination by the Accounting Firm shall be bindingconclusive upon the Company and Executive (except as providedExecutive. If a reduction in [Subsection 4(f)(v)(C)] below).payments is necessary so that amounts paid comply with the provision of Section 4999 of the Code, payments shall be reduced by reducing or eliminating any portion of payments made in cash and then by reducing the portion of any payment that is not payable in cash.

Determinations by Accounting Firm. All determinations required5.2Tax Computation. The determination of whether any of the Total Payments will be subject to the Excise Tax and the assumptions to be made under this [Subsection 4(f)(v)]used in arriving at such determination, shall be made by thea nationally recognized certified public accounting firm that is retained by the Companydoes not serve as of the date immediately prior toan accountant or auditor for any individual, entity or group effecting the Change in Control as designated by the Company (the “Accounting Firm”) which shall. The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive or the Company or Executive that there has beenrequesting a Payment, or such earlier time as is requested by the Company. Notwithstanding the foregoing, in the event # the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or # the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or # the Accounting Firm is serving as accountant or auditor for the person(s) effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm reasonably acceptable to Executive to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder).calculation hereunder. All fees, costsfees and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shallwill be bornepaid by the Company. If Payments are reduced to the Safe Harbor Cap or the Accounting Firm determines that no Excise Tax is payable by Executive without a reduction in Payments, the Accounting Firm shall provide a written opinion to Executive to the effect that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The determination by the Accounting Firm shall be binding upon the Company and Executive (except as provided in [Subsection 4(f)(v)(C)] below).

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