Beginning of Year Determinations. Prior to the commencement of each Plan Year, the Committee shall take the following actions in accordance with the Manual:

Year-End Determinations. As of the end of each Plan Year, the Committee (or an executive officer to whom these powers have been delegated in accordance with [Section 3] of the Plan) shall take the following actions:

Determinations. All determinations regarding the application of this [Section 9] shall be made by an independent accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax retained by the Company prior to the date of the applicable change in ownership or control (the “​ Firm”). For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, # no portion of the Total Payments shall be taken into account which # 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, or # 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, # no portion of the Total Payments the receipt or enjoyment of which 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 shall be taken into account, and # the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the ​ Firm in accordance with the principles of [[Sections 280G(d)(3) and (4)])]])] of the Code. All determinations related to the calculations to be performed pursuant to this “[Section 280G] Treatment” section shall be done by the ​ Firm. The ​ Firm will be directed to submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after notification from either the Company or Executive that Executive may receive payments which may be “parachute payments.” Executive and the Company will each provide the ​ Firm access to and copies of any books, records, and documents as may be reasonably requested by the ​ Firm, and otherwise cooperate with the ​ Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Agreement. The fees and expenses of the ​ Firm for its services in connection with the determinations and calculations contemplated by this Agreement will be borne solely by the Company.

Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

Required Beginning Date. The date specified in [Section 4.6(b)].

Non-5% Owner – The required beginning date is April 1 of the calendar year following the later of: # the calendar year in which the participant attains age 70½, or # the calendar year in which the participant retires.

if he attains or attained age 70 1⁄2 before ​ (and after ​), April 1 of the calendar year following the calendar year in which he attains or attained age 70 1⁄2;

Accountants’ Determinations. Unless the Company and Executive otherwise agree in writing, any determination required under this [Section 8] shall be made in writing by the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this [Section 8], the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of [Section 280G] and [Section 4999]. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this [Section 8]. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this [Section 8]. If a reduction in the Payments constituting “parachute payments” as defined in [Section 280G] is necessary so that benefits are delivered to a lesser extent, reduction shall occur in the following order: # reduction of the cash severance payments; # cancellation of accelerated vesting of equity awards that do not qualify for special valuation under Q&A 24(c) of the regulations under [Section 280G]; # cancellation of other equity awards; and # reduction of continued employee benefits. In the event that the accelerated vesting of equity awards is to be cancelled, such vesting acceleration shall be cancelled in the reverse chronological order of Executive’s equity awards’ grant dates.

Tax Year. The fiscal and taxable year of the Company shall be the calendar year, unless otherwise required by the Code.

Plan Year. “Plan Year” means a calendar year.