Application of Golden Parachute Limits. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company or its successor to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest thereon, any penalties, additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the “Excise Tax”), then if the aggregate of all Payments that would be subject to the Excise Tax, reduced by all Federal, state and local taxes applicable thereto, including the Excise Tax is less than the amount Executive would receive, after all such applicable taxes, if Executive received Payments equal to an amount which is $1.00 less than three times the Executive’s “base amount”, as defined in and determined under [Section 280G] of the Code, then, such Payments shall be reduced or eliminated to the extent necessary so that the aggregate Payments received by Executive will not be subject to the Excise Tax. If a reduction in the Payments is necessary, reduction shall occur in the following order: first, a reduction of cash payments not attributable to equity awards which vest in an accelerated basis; second, a reduction in any other cash amount payable to Executive; third, the reduction of any employee benefit valued as a “parachute payment” (as defined in Section 280G of the Code); and fourth, the cancellation of accelerated vesting of stock awards. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards. All determinations made under this Section 4.6.4 and the assumptions to be utilized in arriving at such determinations shall be made by a registered public accounting firm designated by Executive and reasonably acceptable to the Company (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by the Company or its successor.

Application of Golden Parachute Limits. Anything in this Agreement to the contrary notwithstanding, inTax. In the event it shall be determined that any paymentpayments, entitlements or distribution by the Companybenefits (whether made or its successor to or for the benefit of Executive, whether paid or payable or distributed or distributableprovided pursuant to the terms of this Agreement or otherwise (a “Payment”otherwise) provided to Executive constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (“Code”), wouldmay be subject to thean excise tax imposed bypursuant to Section 4999 of the Code (suchCode, then, Executive shall be entitled to the greater of, as determined on an after-tax basis (taking into account any such excise tax, together with any interest thereon, any penalties, additions to tax,tax), # such parachute payments or additional amounts with respect# the greatest reduced amount of such parachute payments as would result in no amount of such parachute payments being subject to such excise tax, andtax. Any such payment reduction contemplated by the preceding sentence shall be implemented as follows: first, by reducing any interest in respectpayments to be made to Executive under paragraph 4(a)(ii)(B) or 4(b)(ii)(B) hereof, as applicable; second, by reducing any other cash payments to be made to Executive but only if the value of such penalties, additions to tax or additional amounts, being collectively referred herein to ascash payments is not greater than the “Excise Tax”), then ifparachute value of such payments; third, by cancelling the aggregateacceleration of all Paymentsvesting of any outstanding equity-based compensation awards that would beare subject to performance vesting, the Excise Tax, reduced by all Federal, state and local taxes applicable thereto, including the Excise Tax is less than the amount Executive would receive, after all such applicable taxes, if Executive received Payments equal to an amountperformance goals for which is $1.00 less than three times thewere met as of Executive’s “base amount”, as defined in and determined under [Section 280G]date of termination or if later the date of the Code, then, such Paymentsoccurrence of the change in control; fourth, by cancelling the acceleration of vesting of any restricted stock or restricted stock unit awards; fifth, by eliminating the Company’s payment of the cost of any post-termination continuation of medical and dental benefits for Executive and his eligible dependents and sixth, by cancelling the acceleration of vesting of any stock options or stock appreciation rights. In the case of the reductions to be made pursuant to each of the above-mentioned clauses, the payment and/or benefit amounts to be reduced and the acceleration of vesting to be cancelled shall be reduced or eliminatedcancelled in the inverse order of their originally scheduled dates of payment or vesting, as applicable, and shall be so reduced # only to the extent that the payment and/or benefit otherwise to be paid or the vesting of the award that otherwise would be accelerated, would be treated as a “parachute payment” within the meaning of [Section 280G(b)(2)(A)] of the Code, and # only to the extent necessary so thatto achieve the aggregate Payments received by Executive will not be subject to the Excise Tax. If arequired reduction in the Payments is necessary, reduction shall occur in the following order: first, a reductionhereunder. The determination of cash payments not attributable to equity awards which vest in an accelerated basis; second, a reduction in any other cashsuch after-tax amount payable to Executive; third, the reduction of any employee benefit valued as a “parachute payment” (as defined in Section 280G of the Code);under clauses (i) and fourth, the cancellation of accelerated vesting of stock awards. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards. All determinations made under this Section 4.6.4 and the assumptions to be utilized in arriving at such determinations(ii), above, shall be made by a registerednationally recognized certified public accounting firm designated by Executive and reasonably acceptable to the Company (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solelythat is selected by the Company or its successor.and for purposes of present valuing any such payments under Treasury Regulation 1.280G-1 Q&A 32, the discount rate to be used shall be the applicable Federal rate as in effect on the Effective Date.

ApplicationCertain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of Golden Parachute Limits. Anythingthe Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from Company, any member of the Company Group or any of their respective affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement to the contrary notwithstanding, in the event it shall be determinedeither # reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from Company, any payment or distribution bymember of the Company Group or its successor to or forany of their respective affiliates shall be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the benefitCode) and so that no portion of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), wouldsuch amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code (suchor # paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax, together with any interest thereon, any penalties, additions to tax, or additional amounts with respect to such excise tax,tax under Section 4999 of the Code and any interestother applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in respect ofcash hereunder in the order in which such penalties, additions to taxpayment or additional amounts, being collectively referred herein to as the “Excise Tax”), then if the aggregate of all Paymentsbenefit would be paid or provided (beginning with such payment or benefit that would be subjectmade last in time and continuing, to the Excise Tax, reduced by all Federal, state and local taxes applicable thereto, including the Excise Tax is less thanextent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount Executive would receive, after all such applicable taxes,of the payments and benefits provided hereunder is necessary shall be made by 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 Company, any member of the Company Group or any of their respective affiliates used in determining if Executive received Payments equal to an amount which is $1.00a “parachute payment” exists, exceeds one dollar ($1.00) less than three times the Executive’Executive’s “base amount”, as definedbase amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in and determinedthis Section 22 shall require Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under [Section 280G]Section 4999 of the Code, then, such Payments shall be reduced or eliminated to the extent necessary so that the aggregate Payments received by Executive will not be subject to the Excise Tax. If a reduction in the Payments is necessary, reduction shall occur in the following order: first, a reduction of cash payments not attributable to equity awards which vest in an accelerated basis; second, a reduction in any other cash amount payable to Executive; third, the reduction of any employee benefit valued as a “parachute payment” (as defined in Section 280G of the Code); and fourth, the cancellation of accelerated vesting of stock awards. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards. All determinations made under this Section 4.6.4 and the assumptions to be utilized in arriving at such determinations shall be made by a registered public accounting firm designated by Executive and reasonably acceptable to the Company (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by the Company or its successor.Code.

Applicationconstitute a “parachute payment” within the meaning of Golden Parachute Limits. Anything inSection 280G of the Code, and # but for this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company or its successor to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), wouldsentence, be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest thereon, any penalties, additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the(the “Excise Tax”), then ifsuch Payment shall be reduced to the aggregateReduced Amount. The “Reduced Amount” shall be either # the largest portion of all Paymentsthe Payment that would beresult in no portion of the Payment being subject to the Excise Tax, reduced byTax or # the total amount of the Payment, whichever of the amounts determined under [(A) and (B)], after taking into account all Federal,applicable federal, state and local taxes applicable thereto, includingemployment taxes, income taxes, and the Excise Tax is less than(all computed at the amount Executive would receive, after all suchhighest applicable taxes, if Executive received Payments equal to an amount which is $1.00 less than three timesmarginal rate), results in the Executive’s “base amount”, as defined in and determined under [Section 280G]receipt, on an after-tax basis, of the Code, then, such Payments shall be reducedgreater amount of the Payment notwithstanding that all or eliminated tosome portion of the extent necessary so that the aggregate Payments received by Executive will notPayment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payments is necessary,Payment equals the Reduced Amount, reduction shall occur in the following order: first, a reduction of cash payments not attributable to equity awards which vest in an accelerated basis; second, a reduction in any other cash amount payable to Executive; third, thepayments; reduction of any employee benefit valued as a “parachute payment” (as defined in Section 280G of the Code);benefits; and fourth, the cancellation of accelerated vesting of stockoutstanding equity awards. IfIn the event that acceleration of vesting of stock award compensationoutstanding equity awards is to be reduced, such acceleration of vesting shall be cancelledundertaken in the reverse order of the date of grant of the Executive’s stockoutstanding equity awards. All calculations and determinations made underpursuant this Section 4.6.4 and[Section 6] will be made by an independent accounting or consulting firm or independent tax counsel appointed by the assumptions to be utilized in arriving at suchCompany (the “Tax Counsel”) whose determinations shall be made by a registered public accounting firm designated by Executiveconclusive and reasonably acceptable tobinding on the Company (the “Accounting Firm”). All fees and expensesthe Executive for all purposes. For purposes of making the calculations and determinations required by this [Section 6], the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G of the Accounting FirmCode and Section 4999 of the Code. The Company shall be borne solely bybear all costs the Company orTax Counsel may reasonably incur in connection with its successor.services.

ApplicationNo Excise Tax Gross-Up; Possible Reduction in Payments. Executive is not entitled to any gross-up or other payment for golden parachute excise taxes Executive may owe pursuant to Section 4999 of Golden Parachute Limits. Anything in this Agreement to the contrary notwithstanding, inCode. In the event it shall be determined that any payment or distribution by the Company or its successor to or for the benefit of Executive, whether paid oramounts payable or distributed or distributable pursuant to the terms of this Agreement or other payments or benefits otherwise (a “Payment”),payable to Executive # constitute “parachute payments” within the meaning of Section 280G of the Code, and # but for this Section 4 would be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest thereon, any penalties, additions to tax,Code, then such amounts payable under this Agreement and under such other plans, programs and agreements shall be either # delivered in full, or additional amounts with respect# delivered as to such excise tax, and any interestlesser extent which would result in respectno portion of such penalties, additions to tax or additional amounts,benefits being collectively referred herein to as the “Excise Tax”), then if the aggregate of all Payments that would be subject to excise tax under Section 4999 of the Excise Tax, reduced by all Federal,Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes applicable thereto, includingand the Excise Tax is less than the amount Executive would receive, after all such applicable taxes, if Executive received Payments equal to an amount which is $1.00 less than three times the Executive’s “base amount”, as defined in and determined under [Section 280G]excise tax imposed by Section 4999 of the Code, then,Code (and any equivalent state or local excise taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such Payments shallbenefits may be reduced or eliminated totaxable under Section 4999 of the extent necessary so that the aggregate Payments received by Executive will not be subject to the Excise Tax. If aCode. Any reduction in the Payments is necessary, reductionpayments and/or benefits required by this Section 4 shall occur in the following order: first, a# reduction of amounts payable under Section 4(b) or other cash payments, beginning with payments not attributablescheduled to occur soonest; # reduction of vesting acceleration of equity awards which vest in an accelerated basis; second, a reduction in any other cash amount payable to Executive; third, the reduction of any employee benefit valued as a “parachute payment” (as defined in Section 280G of the Code); and fourth, the cancellation of accelerated vesting of stock awards. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the(in reverse order of the date of grantthe grant); and # reduction of Executive’s stock awards. All determinations made under this Section 4.6.4 and the assumptionsother benefits paid or provided to be utilized in arriving at such determinations shall be made by a registered public accounting firm designated by Executive and reasonably acceptable to the Company (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by the Company or its successor.Executive.

Application23.1Golden Parachutes. Notwithstanding any other provision of Golden Parachute Limits. Anything in this Agreement to the contrary notwithstanding,Agreement, in the event it shall be determined that any payment or distributionbenefit received or to be received by the Company or its successor to or for the benefit of Executive, whether paid or payable or distributed or distributableExecutive (whether pursuant to the terms of this Agreement or otherwise (a “Payment”any other plan, arrangement or agreement) (collectively, the "Total Benefits"), would be subject to the excise tax imposed byunder Section 4999 of the Code (such excise tax, together with any interest thereon, any penalties, additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the(the “Excise Tax”), then if the aggregate of all Payments that would be subject to the Excise Tax, reduced by all Federal, state and local taxes applicable thereto, including the Excise Tax is less than the amount Executive would receive, after all such applicable taxes, if Executive received Payments equal to an amount which is $1.00 less than three times the Executive’s “base amount”, as defined in and determined under [Section 280G] of the Code, then, such PaymentsTotal Benefits shall be reduced or eliminated to the extent necessary so that no portion of the aggregate Payments received by Executive will not beTotal Benefits is subject to the Excise Tax. If aTax; provided, however, that no such reduction in the PaymentsTotal Benefits shall be made if by not making such reduction, Executive’s Retained Amount (as hereinafter defined) would be greater than Executive’s Retained Amount if the Total Benefits are not so reduced. “Retained Amount” shall mean the present value (as determined in accordance with [sections 280G(b)(2)(A)(ii) and 280G(d)(4)])] of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto. To the extent any reduction is necessary, reductionrequired, the Total Benefits shall occurbe reduced in the following order: first, a reduction of cash payments not attributable to equity awards which vest in an accelerated basis; second, a reduction in# any other cash amount payable to Executive; third, the reduction of any employee benefit valued as a “parachute payment” (as defined in Section 280Gportion of the Code); and fourth,Total Benefits that are not subject to Section 409A of the cancellation ofCode (other than Total Benefits resulting from any accelerated vesting of stock awards. If accelerationequity awards), # Total Benefits that are subject to Section 409A of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelledthe Code in the reverse order of the datewhen payment is due, and # Total Benefits that are not subject to Section 409A and arise from any accelerated vesting of grant of Executive’s stockany equity awards. All determinations made under this Section 4.6.4 and the assumptions to be utilized in arriving at such determinations shall be made by a registered public accounting firm designated by Executive and reasonably acceptable to the Company (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by the Company or its successor.

Application of Golden Parachute Limits. Anything inLimitation. Notwithstanding any provision of this Agreement to the contrary notwithstanding,contrary, if, as a result of a payment provided for under or pursuant to this Agreement, together with all other payments in the event it shall be determined that any payment or distribution by the Company or its successornature of compensation provided to or for the benefit of Executive, whether paidthe Executive under any other plans or payable or distributed or distributable pursuant toagreements in connection with a Change in Control, the terms of this Agreement or otherwise (a “Payment”), would beExecutive becomes subject to the excise tax imposed bytaxes under Section 4999 of the Code (such excise tax, together with any interest thereon, any penalties, additionsCode, then the amount of severance to tax, or additional amounts with respectbe paid pursuant to this Agreement shall be reduced to the maximum amount allowable without causing Executive to become subject to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the “Excise Tax”), then if the aggregate of all Payments that would be subject to the Excise Tax, reduced by all Federal, state and local taxes applicable thereto, including the Excise Tax is less than thetaxes. Such maximum amount Executive would receive, after all such applicable taxes, if Executive received Payments equal to an amount which is $1.00 less than three times the Executive’s “base amount”, as defined in and determined under [Section 280G] of the Code, then, such Payments shall be reduced or eliminated to the extent necessary so that the aggregate Payments received by Executive will not be subject to the Excise Tax. If a reduction in the Payments is necessary, reduction shall occur in the following order: first, a reduction of cash payments not attributable to equity awards which vest in an accelerated basis; second, a reduction in any other cash amount payable to Executive; third, the reduction of any employee benefit valued as a “parachute payment” (as defined in Section 280G of the Code); and fourth, the cancellation of accelerated vesting of stock awards. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards. All determinations made under this Section 4.6.4 and the assumptions to be utilized in arriving at such determinations shall be madedetermined by a registered public accounting firm designatedselected by Executive and reasonably acceptable to the Company (the “Accounting Firm”). All fees and expensesCompensation Committee of the Accounting FirmBoard of Directors of the Company, whose determination, absent manifest error, shall be borne solely by the Company or its successor.treated as conclusive and binding.

Application of Golden Parachute Limits. Anything#280G Provisions. Notwithstanding anything in this Agreement to the contrary notwithstanding, in the event it shall be determined thatcontrary, if any payment or distribution by the Company or its successor to or for the benefit of Executive, whether paid or payable or distributed or distributableExecutive would receive pursuant to the terms of this Agreement or otherwise (a “Payment”(“Payment”), would # constitute a “parachute payment” within the meaning of Section 280G of the Code, and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest thereon, any penalties, additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the(the “Excise Tax”), then if the aggregatesuch Payment shall either be # delivered in full, or # delivered as to such lesser extent which would result in no portion of all Payments that would besuch Payment being subject to the Excise Tax, reduced by all Federal,whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes applicable thereto, includingand the Excise Tax is less thanTax, results in the amountreceipt by Executive would receive, after all such applicable taxes, if Executive received Payments equal toon an amount which is $1.00 less than three times the Executive’s “base amount”, as defined in and determined under [Section 280G]after-tax basis, of the Code, then,largest payment, notwithstanding that all or some portion of the Payment may be taxable under Section 4999 of the Code. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such Paymentsaccounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within thirty (30) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be reduced or eliminated tofinal, binding and conclusive upon the extent necessary so that the aggregate Payments received by Executive will not be subject to the Excise Tax. If aCompany and Executive. Any reduction in the Payments is necessary, reduction shallpayments and/or benefits pursuant to this Section 4.2 will occur in the following order: first, a# reduction of cash payments not attributable topayments; # cancellation of accelerated vesting of equity awards which vest in an accelerated basis; second, a reduction in any other cash amount payable to Executive; third, the reduction of any employee benefit valued as a “parachute payment” (as defined in Section 280G of the Code); and fourth, thethan stock options; # cancellation of accelerated vesting of stock awards. If accelerationoptions; and # reduction of vesting of stock award compensation isother benefits payable to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards. All determinations made under this Section 4.6.4 and the assumptions to be utilized in arriving at such determinations shall be made by a registered public accounting firm designated by Executive and reasonably acceptable to the Company (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by the Company or its successor.Executive.

ApplicationLimitation on Payments and Benefits. Notwithstanding any provision of Golden Parachute Limits. Anything in this Agreement to the contrary notwithstanding,contrary, in the event it shall be determined that any paymentamount or distribution by the Company or its successorbenefit to or for the benefit of Executive, whetherbe paid or payable or distributed or distributable pursuant to the terms ofprovided under this Agreement or otherwise (a “Payment”),to the Employee constitutes a “parachute payment” within the meaning of Section 280G of the Code, and but for this provision, would be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest thereon, any penalties, additions to tax,Code, then the totality of those amounts shall be either: # delivered in full, or additional amounts with respect# delivered as to such excise tax, and any interestlesser extent which would result in respectno portion of such penalties, additions to tax or additional amounts,payments and benefits being collectively referred herein to as the “Excise Tax”), then if the aggregate of all Payments that would be subject to excise tax under Section 4999 of the Excise Tax, reduced by all Federal,Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes applicable thereto, includingand the Excise Tax is less than the amount Executive would receive, after all such applicable taxes, if Executive received Payments equal to an amount which is $1.00 less than three times the Executive’s “base amount”, as defined in and determined under [Section 280G]excise tax imposed by Section 4999 of the Code, then,Code (and any equivalent state or local excise taxes), results in the receipt by the Employee on an after-tax basis, of the greatest amount of such Paymentspayments and benefits, notwithstanding that all or some portion of such amount may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree, any determination required under this provision shall be reducedmade in writing by a firm of independent public accountants or eliminateda law firm selected by the Company and reasonably acceptable to the extent necessary so thatEmployee (the “Accountants”), whose determination shall be conclusive and binding upon the aggregate Payments received by Executive will not be subjectEmployee and the Company for all purposes. The Company and the Employee agree to furnish to the Excise Tax. IfAccountants 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 calculations contemplated by this provision. Any reduction in the Payments is necessary, reductionof any amount required by this provision shall occur in the following order: first, a# reduction of cash payments not attributable to the Employee under this Agreement or otherwise; # reduction of vesting acceleration of equity awards which vest in an accelerated basis; second, a reduction in any other cash amount payable to Executive; third, theunder this Agreement or otherwise; and # reduction of any employee benefit valued as a “parachute payment” (as defined in Section 280G of the Code); and fourth, the cancellation of accelerated vesting of stock awards. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards. All determinations made under this Section 4.6.4 and the assumptions to be utilized in arriving at such determinations shall be made by a registered public accounting firm designated by Executive and reasonably acceptableother benefits paid or provided to the Company (the “Accounting Firm”). All fees and expenses ofEmployee. If two or more equity awards are granted on the Accounting Firm shallsame date, each award will be borne solely by the Company or its successor.reduced on a pro rata basis (dollar-for-dollar).