Anything in this Plan to the contrary notwithstanding, in the event PricewaterhouseCoopers LLP or such other nationally-recognized accounting firm as the Committee may select (the “Accounting Firm”) shall determine that receipt of all Payments would subject a Participant to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Plan (the “Plan Payments”) so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The Plan Payments shall be so reduced only if the Accounting Firm determines that the Participant would have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced. If the Accounting Firm determines that the Participant would not have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced, the Participant shall receive all Plan Payments to which the Participant is entitled hereunder.

Anything in this Plan to the contrary notwithstanding, in the event PricewaterhouseCoopers LLP or such other nationally-recognized accounting firm as the Committee may select (the “Accounting Firm”) shall determine that receipt of all Payments would subject a Participant to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Plan (the “Plan Payments”) so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The Plan Payments shall be so reduced only if the Accounting Firm determines that the Participant​ would have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced. If the Accounting Firm determines that the Participant​ would not have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced, the Participant​ shall receive all Plan Payments to which the Participant​ is entitled hereunder.

Anything in this Planthe Agreement to the contrary notwithstanding, in the event PricewaterhouseCoopers LLP or such other nationally-recognized accounting firm as the Committee may select (the “Accounting Firm”)Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject a ParticipantExecutive to the excise tax under Section§ 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Planthe Agreement (the “Plan“Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount.Amount (as defined below). The PlanAgreement Payments shall be so reduced only if the Accounting Firm determines that the ParticipantExecutive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the PlanAgreement Payments were so reduced. If the Accounting Firm determines that the ParticipantExecutive would not have a greater Net After-Tax Receipt of aggregate Payments if the PlanAgreement Payments were so reduced, the ParticipantExecutive shall receive all PlanAgreement Payments to which the ParticipantExecutive is entitled hereunder.

Anything in this Planthe Agreement to the contrary notwithstanding, inif the event PricewaterhouseCoopers LLP or such other nationally-recognized accounting firm as the Committee may select (the “Accounting Firm”)Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject a Participantthe Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Planthe Agreement (the “Plan“Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount. The Plan Payments shallAmount (as defined below). For purposes of all present-value determinations required to be so reduced only ifmade under this [Section 8], the Accounting Firm determinesCompany and the Executive elect to use the applicable federal rate that is in effect on the Participant would have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced. If the Accounting Firm determines that the Participant would not have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced, the Participant shall receive all Plan PaymentsEffective Date pursuant to which the Participant is entitled hereunder.Treasury Regulations § 1-280G, Q&A-32.

Anything in this Plan to the contrary notwithstanding, in the event PricewaterhouseCoopers LLP or such other nationally-recognized accounting firm asselected by the Committee may selectCompany prior to the Change in Control (the “Accounting Firm”) shall determine that receipt of all Payments would subject athe Participant to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Plan (the “Plan Payments”) so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. Theaggregate Plan Payments shall be so reduced only if(but not below zero) to meet the Accounting Firm determines that the Participant would have a greater Net After-Tax Receiptdefinition of aggregate Payments if the Plan Payments were so reduced. If the Accounting Firm determines that the Participant would not have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced, the Participant shall receive all Plan Payments to which the Participant is entitled hereunder.Reduced Amount.

Anything in this PlanAgreement to the contrary notwithstanding, in the event PricewaterhouseCoopers LLP or such other nationally-recognized accounting firm asthat the Committee may select (the “Accounting Firm”) shall determineAccounting Firm (as defined below) determines that receipt of all Payments (as defined below) would subject a Participantthe Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Agreement Payments paid or payable pursuant(as defined below) to this Plan (the “Plan Payments”)the Executive so that the Parachute Value (as defined below) of all Payments,Payments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount. The PlanAmount (as defined below). Agreement Payments shall be so reduced (the “Reduced Payments”) only if the Accounting Firm determines that the ParticipantExecutive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the PlanAgreement Payments were so reduced. If the Accounting Firm determines that the ParticipantExecutive would not have a greater Net After-Tax Receipt of aggregate Payments if the PlanAgreement Payments were so reduced, the ParticipantExecutive shall receive all PlanAgreement Payments to which the ParticipantExecutive is entitled hereunder.