Accounting Firm. The accounting firm engaged by the Company for general tax purposes as of the day prior to the Change in Control will perform the calculations set forth in Section 9(a). If the firm so engaged by the Company is serving as the accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm engaged 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 requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.

Accounting Firm. The accounting firm engaged by the Company for general taxaudit purposes as of the day prior to the effective date of the Change inof Control willshall perform the calculations set forth in Section 9(a).foregoing calculations. If the accounting firm so engaged by the Company is serving as the accountant or auditor for the acquiring company,individual, entity or group affecting the Change of Control, the Company willshall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company willshall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged 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 requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.

Determinations by Accounting Firm. TheAll determinations required to be made under this [Subsection 4(f)(v)] shall be made by the public accounting firm engagedthat is retained by the Company for general tax purposes as of the daydate immediately prior to the Change in Control will perform(the “Accounting Firm”) which shall provide detailed supporting calculations both to the calculations set forth in Section 9(a). IfCompany and Executive within fifteen (15) business days of the firm so engagedreceipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the CompanyCompany. 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 acquiring company,person(s) effecting the Company willChange in Control, the Board shall appoint aanother nationally recognized public accounting firm reasonably acceptable to Executive to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. Thehereunder (which accounting firm engagedshall then be referred to makeas the determinations hereunder will provide its calculations, together with detailed supporting documentation, toAccounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the Company within 30 days beforecosts of retaining experts) of the consummation of a Change in Control (if requested at that time by the Company) or such other time as requestedAccounting Firm shall be borne by the Company. If Payments are reduced to the accounting firmSafe Harbor Cap or the Accounting Firm determines that no Excise Tax is payable with respectby Executive without a reduction in Payments, the Accounting Firm shall provide a written opinion to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptableExecutive to the Companyeffect that nothe 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 imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.Executive (except as provided in [Subsection 4(f)(v)(C)] below).

Accounting Firm. TheSubject to the provisions of this Section 3, all determinations required to be made under this 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 a nationally recognized accounting firm engagedselected by the Company for general tax purposes as of the day prior to the Change in Control will perform the calculations set forth in Section 9(a). If the firm so engaged by the CompanyExecutive that is not then serving as the accountant or auditor for the acquiring company,individual, entity or group effecting the Change of Control of the Company will appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder will(the “Accounting Firm”), which shall provide its calculations, together with detailed supporting documentation,calculations both to the Company and the Executive within 3015 business days beforeof the consummationreceipt of notice from the Executive that there has been a Change in Control (if requested at that time by the Company)Payment, or such otherearlier time as is requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the applicationAll fees and expenses of the Reduced Amount, it will furnishAccounting Firm shall be borne solely by the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.Company.

Accounting Firm.5.2Tax Computation. The determination of whether any of the Total Payments will be subject to the Excise Tax and the assumptions to be used in arriving at such determination, shall be made by a nationally recognized certified public accounting firm engaged by the Companythat does not serve as an accountant or auditor for general tax purposes as of the day prior toany individual, entity or group effecting the Change in Control will perform the calculations set forth in Section 9(a). If the firm so engagedas designated by the Company is serving as the accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firm to make the determinations required hereunder.(the “Accounting Firm”). The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm engaged to make the determinations hereunderAccounting Firm will provide its calculations, together with detailed supporting documentation,calculations to the Company and the Executive within 30fifteen (15) business days beforeof the consummationreceipt of notice from the Executive or the Company requesting a Change in Control (if requested at that timecalculation hereunder. All fees and expenses of the Accounting Firm will be paid by the Company) or such other time as requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.

Accounting Firm. The accounting firm engaged by the Company for general taxaudit purposes as of the day prior to[[Organization A:Organization]] effective date of the Change in Control willshall perform the foregoing calculations set forth in Section 9(a). If the firm so engagedif requested by the Company is serving as the accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firmincluding any assumptions to make the determinations required hereunder.be used in making such calculations. The Company willshall bear all expenses reasonably incurred with respect to the[[Organization A:Organization]] determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder willshall provide its calculations, together with detailed supporting documentation,calculations [[Organization A:Organization]] and Executive within thirty (30) calendar days after the date on which Executive’s right to the Company within 30 days before the consummation of a Change in ControlPayment is triggered (if requested at that time by the Company)Company or Executive) or such other time as requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either beforeCompany or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment.Executive. Any good faith determinations of the accounting firm made hereunder willshall be final, binding and conclusive upon the Company and Executive. If a reduction in 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.

Accounting Firm. TheUnless CFO and the Company agree on an alternative accounting or law firm, the accounting firm then engaged by the Company for general tax compliance purposes as of the day prior to the Change in Control willshall perform the calculations set forth in Section 9(a).foregoing calculations. If the accounting firm so engaged by the Company is serving as the accountant or auditor for the acquiring company,individual, entity or group effecting the Change in Control, the Company willshall appoint a nationally recognized accountingaccounting, law or consulting firm to make the determinations required hereunder. The Company willshall bear all expenses with respect to the determinations by such accounting, law or consulting firm required to be made hereunder. The accounting firm engaged 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 requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.