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Best Pay. Any provision of this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwise (“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 (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either # the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or # the entire Payment, whichever amount after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’ s receipt, on an after- tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and # as a third priority, Payments that are “deferred compensation” within the meaning of [Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of [Section 409A].

Best Pay. AnyNotwithstanding any other provision of this Agreement to the contrary notwithstanding,contrary, if any paymentpayments or benefit Executivebenefits that you would receive from the Company pursuant to this Agreement or otherwise (“Payment(collectively, the “Payments) wouldwould, either separately or in the aggregate, # constitute a “parachute payment”payments” within the meaning of Section 280G of the CodeCode, and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Paymentthe Payments will be equal to the Reduced Amount (as defined(defined below). The “Reduced Amount” will be either # the entire amount of the Payments, or # an amount equal to the largest portion of the PaymentPayments that would result in no portion of any of the PaymentPayments (after reduction) being subject to the Excise Tax or # the entire Payment,Tax, whichever amount after taking into account all applicable federal, state,state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’ syour receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portiongreatest amount of the Payment may be subject to the Excise Tax.Payments. If a reduction in a Paymentthe Payments is required pursuantto be made so that the amount of the Payments equals the Reduced Amount, the Payments will be paid only to the preceding sentence andextent permitted under the Reduced Amount alternative; provided, that in the event the Reduced Amount is determined pursuant to clause (A) ofpaid, the preceding sentence, the reduction shall occurcash payments set forth in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that are contingent on future events (e.g., being terminated without cause),3.1 shall be reduced (or eliminated) before Payments that are not contingent on future events; and # as a third priority, Payments that are “deferred compensation” withinrequired by the meaningoperation of [Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of [Section 409A].this Section 6.9.

Best Pay. Any provision of this Agreement toIn the contrary notwithstanding, ifevent that any payment or benefit received or to be received by Executive would receive from the Company pursuant to this AgreementAgreement, pursuant to another compensation or benefit program or otherwise (“Payment”Payments”) would # constitute a “parachute payment” within the meaning of Section 280G of the Code and # but for this sentence,Section 13, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise(“Excise Tax”), then such Payment willPayments shall either be equal# provided in full pursuant to the Reduced Amount (as defined below). The “Reduced Amount” will be eitherterms of this Agreement and any other plan, program or applicable agreement, or # the largest portion of the Payment thatprovided as to such lesser extent which would result in no portion of the Payment (after reduction)such Payments being subject to the Excise Tax or #(“Reduced Amount”), whichever of the entire Payment, whichever amount afterforegoing amounts, taking into account allthe applicable federal, state,state and local income, employment taxes, income taxes,and other taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of(including, without limitation, any interest or penalties on such state and local taxes), results in Executive’ s receipt,the receipt by Executive, on an after-tax basis, of the greater economic benefitgreatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of the Paymentsuch Payments may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and # as a third priority, Payments that are “deferred compensation” within the meaning of [Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of [Section 409A].

Best Pay.Section [[Unknown Identifier]]. Any provision of this AgreementPolicy to the contrary notwithstanding, if any payment or benefit Executivea Participant would receive from the Company pursuant to this AgreementPolicy or otherwise (“Payment(a “Payment) would # constitute a “parachute payment” within the meaning of Section 280G of the CodeCode, and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined(defined below). The “Reduced Amount” will be either # the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or # the entirelargest portion, up to and including the total, of the Payment, whichever amountamount, after taking into account all applicable federal, state,state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes)rate), results in Executive’ the Participant’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in apayments or benefits constituting “parachute payments” is necessary so that the Payment is required pursuant to the preceding sentence andequals the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, theAmount, reduction shallwill occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive.to the Participant. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portionby mutual agreement of the Payment being subject to taxes pursuant toparties. If deemed necessary for compliance with Section 409A (as defined below) that would not otherwise be subjectof the Code, any reduction will occur first with respect to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Paymentsamounts that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and # as a third priority, Payments that are “deferred compensation” within the meaning of [Section 409A]Section 409A of the Code and then with respect to amounts that are. To the extent any such payment is to be made over time (e.g., in installments, etc.), then the Payments shall be reduced (or eliminated) before Payments that arein reverse chronological order. In no event will the Company or any stockholder be liable to the Participant for any amounts not deferred compensation withinpaid as a result of the meaningoperation of [Section 409A].this Section.

Best Pay. Any provision of this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would # constitute a “parachute payment” within the meaning of Section 280G of the CodeCode, and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment willshall be equalreduced to the Reduced Amount (as defined below).Amount. The “Reduced Amountwillshall be either # the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or # the entiretotal amount of the Payment, whichever amountof the amounts determined under [(A) and (B)], after taking into account all applicable federal, state,state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes)rate), results in the Executive’s receipt, on an after-tax basis, of the greater economic benefitamount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in apayments or benefits constituting “parachute payments” is necessary so that the Payment is required pursuant to the preceding sentence andequals the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, theAmount, reduction shall occur in the manner (the “Reduction Method”)following order: reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of outstanding equity awards. In the event that resultsacceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting shall be undertaken in the greatest economic benefit for Executive. If more than one methodreverse order of reduction will result in the same economic benefit,date of grant of the items so reducedExecutive’s outstanding equity awards. All calculations and determinations made pursuant this [Section 6] will be reduced pro ratamade by an independent accounting or consulting firm or independent tax counsel appointed by the Company (the Pro Rata Reduction MethodTax Counsel). Notwithstanding whose determinations shall be conclusive and binding on the foregoing, ifCompany and the Reduction Method orExecutive for all purposes. For purposes of making the Pro Rata Reduction Method would result in any portioncalculations 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 Payment being subject to taxes pursuant toCode and Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then4999 of the Reduction Method and/orCode. The Company shall bear all costs the Pro Rata Reduction Method, as the caseTax Counsel may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and # as a third priority, Payments that are “deferred compensation” within the meaning of [Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of [Section 409A].reasonably incur in connection with its services.

Best Pay. Any provision ofAnything in this Agreement to the contrary notwithstanding, ifin the event that it shall be determined that any payment or benefit Executive would receive frompayments by the Company under this Agreement (“Payments”) to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to thisthe terms of the Agreement or otherwise (“Payment”)otherwise) would # constitute a “parachuteresult in an “excess parachute payment” within the meaning of Section 280G280G(b)(1) of the Code and #Code, but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either # the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subjectPayments would be treated as excess parachute payments if the aggregate amount of the Payments were reduced then the Payments may be reduced to the Excise TaxReduced Amount” as provided in this Section. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be an excess parachute payment under Section 280G(b)(1) of the Code. For purposes of this provision, present value shall be determined in accordance with Section 280G(d)(4) of the Code. Executive shall receive whichever of the following results in the largest after tax amount: # the Reduced Amount, or # the entire Payment, whicheversum of all Payments. Any determinations with respect to the amount after taking into account allof any Reduced Amount and the Payments that are to be reduced hereunder shall be made by the Company. If Executive disagrees with the Company’s determination pursuant to this paragraph, Executive and Company shall mutually designate a nationally certified public accounting firm to determine the proper amount payable pursuant to this paragraph. To the extent necessary to achieve the Reduced Amount, Payments shall be reduced as follows: # first, outplacement reimbursements pursuant to Section 6.e shall be reduced beginning with reimbursement for the most recent cost incurred by the Executive; # second, disability benefit coverage under Section 6.c shall be reduced by terminating such coverage earlier than the date specified in that Section as necessary; # third, life insurance benefit coverage under Section 6.c shall be reduced by terminating such coverage earlier than the date specified in that section as necessary; # fourth, insured and self-insured medical insurance benefit coverage under Section 6.c shall be reduced by terminating such coverage earlier than the date specified in that Section as necessary; # fifth, lump sum payments pursuant to Section 6.a and 6.b; and # sixth, any loan pursuant to Section 6.d. In no event, however, shall any Payments be reduced if and to the extent such reduction would cause a violation of Section 409A of the Code or other applicable federal, state,law or would fail to reduce any excess parachute payment under this Section. The calculations required by this Section will be made assuming that the Executive pays Federal, state and local employment taxes, income taxes, and the Excise Tax (all computedtaxes at the highest applicable marginal rate, netrate of the maximum reductiontax in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’ s receipt, on an after- tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and # as a third priority, Payments that are “deferred compensation” within the meaning of [Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of [Section 409A].each case.

Best Pay. Any provision ofAnything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would # constitute a “parachute payment” within the meaning of Section 280G of the CodeCode; and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment willshall be equal to the Reduced Amount (as defined below).Amount. The “Reduced Amountwillshall be either # the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise TaxTax; or # the entirelargest portion, up to and including the total, of the Payment, whichever amountamount, after taking into account all applicable federal, state,state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes)rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portionamount of the Payment may be subject to the Excise Tax. If aPayment. Any reduction in a Payment is requiredmade pursuant to this Section 5(a) shall be made in accordance with the preceding sentence andfollowing order of priority: # stock options whose exercise price exceeds the Reduced Amount is determined pursuant to clause (A)fair market value of the preceding sentence, the reduction shall occur in the manner (the “Reduction Methodoptioned stock (“Underwater Options) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A, # Full Credit Payments (as defined below), that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows:are payable in cash, # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority,non-cash Full Credit Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) beforetaxable, # non-cash Full Credit Payments that are not contingent on future events;taxable, # Partial Credit Payments (as defined below) and # as a third priority, Payments that are “deferred compensation” within the meaning of [Section 409A]non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (or eliminated) before Payments(with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that are not deferred compensation withinif reduced in value by one dollar reduces the meaningamount of [Section 409A].the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or

Best Pay. Any provision of this AgreementIn the event that any benefits payable to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwiseany other benefit plan or agreement (“Payment”Payments”) would # constitute a “parachute payment”payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this sentence,[Article 6.7] would be subject to the excise tax imposed by Section 4999 of the CodeCode, or any comparable successor provisions (the “Excise Tax”), then Executive’s Payments shall be provided to Executive as to such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either # the largest portion of the Payment thatlesser extent which would result in no portion of the Payment (after reduction)such benefits being subject to the Excise Tax Tax. In the event that the payments and/or #benefits are to be reduced pursuant to this [Article 6.7], such payments and benefits shall be reduced such that the entire Payment, whichever amount after taking into account all applicable federal, state, and local employment taxes, income taxes, andthe Payments are reduced to as close to the amount that is $1.00 below the amount where the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which couldwould be obtained from a deduction of such state and local taxes), results in Executive’ s receipt, on an after- tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment mayrequired to be subject to the Excise Tax. If a reduction in a Paymentpaid as is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (A) of the preceding sentence,reasonably possible. In applying this principle, the reduction shall occurbe made in a manner consistent with the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one methodrequirements of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portionSection 409A of the Payment beingCode and where two economically equivalent amounts are subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that are contingent on future events (e.g., being terminated without cause),reduction but payable at different times, such amounts shall be reduced (or eliminated) before Payments that areon a pro rata basis but not contingentbelow zero. For purposes of making the calculations required by this [Article 6.7], the Company’s finance personnel responsible for the calculation may make reasonable assumptions and approximations concerning applicable taxes and may rely on future events;reasonable, good faith interpretations concerning the application of the Code, and #other applicable legal authority. The Company and Executive shall furnish to such finance personnel such information and documents as the finance personnel may reasonably request in order to make a third priority, Payments that are “deferred compensation” within the meaning of [Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of [Section 409A]determination under this [Article 6.7].

Best Pay. Any provision of this Agreement to the contrary notwithstanding, ifAfter Tax. If any payment or benefit Executive would receive pursuant to a Change in Control from the Company pursuant to this Agreement or otherwise (“Payment(“Payment”) would # constitute a “parachute payment”“parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the Excise Tax“Excise Tax”), then such Payment willshall be equalreduced to the Reduced Amount (as defined below).Amount. The Reduced Amount” will“Reduced Amount” shall be either # the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or # the entirelargest portion, up to and including the total, of the Payment, whichever amountamount, after taking into account all applicable federal, state,state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes)rate), results in Executive’ Executive’s receipt, on an after-tax basis, of the greater economic benefitamount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in apayments and/or benefits constituting “parachute payments” is necessary so that the Payment is required pursuant to the preceding sentence andequals the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, theAmount, reduction shall occur in the manner (the “Reduction Method”)following order: reduction of current cash payments; reduction of deferred cash payments subject to Code Section 409A; cancellation of accelerated vesting of stock options; cancellation of accelerated vesting of stock awards other than stock options; reduction of employee benefits. In the event that resultsacceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portionreverse order of the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the impositiondate of taxes pursuant to Section 409A as follows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and # as a third priority, Payments that are “deferred compensation” within the meaninggrant of [Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of [Section 409A].Executive’s stock awards.

Best Pay. Any provision ofAnything in this Agreement to the contrary notwithstanding, if the Executive is a “disqualified individual” (as defined in Section 280G of the Code), and the payments and benefits provided for in this Agreement, together with any payment or benefitother payments and benefits which the Executive wouldhas the right to receive from(collectively, the Company pursuant to this Agreement or otherwise (“PaymentPayments), would # constitute a “parachute payment” within the meaning of(as defined in Section 280G of the CodeCode), then the Payments shall be either # reduced (but not below zero) so that the aggregate present value of the Payments will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G of the Code) and # but for this sentence,so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code, or # paid in full, whichever produces the better net after-tax result for the Executive (taking into account any applicable excise tax under Section 4999 of the Code (the “Excise Tax”), thenand any applicable income tax). The reduction of Payments, if any, shall be made by reducing the Payments in the reverse order in which the Payments would be paid or provided (beginning with such Payment willpayment or benefit that would be equalmade last in time and continuing, to the Reduced Amount (as defined below). The “Reduced Amount” will be either # the largest portion of the Paymentextent necessary, through to such payment or benefit that would resultbe made first in no portion of the Payment (after reduction) being subject to the Excise Tax or # the entire Payment, whichever amount after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’ s receipt, on an after- tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”)time). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and # as a third priority, Payments that are “deferred compensation” within the meaning of [Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of [Section 409A].

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