Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the

Certain Cash Payments. The Executive will receive # a cash severance payment equal to 2.99 multiplied by the sum of # one year of Base Salary and # the Average Bonus plus # a lump sum cash payment equal to the total premiums the Executive would be required to pay for eighteen months of continuation coverage under the Company’s health benefit plans pursuant to COBRA, determined using the COBRA premium rate in effect for the level of coverage that the Executive had in place immediately prior to the Termination Date. Subject to [Sections 3.6 and 13]3] (including any mandatory six-month payment delay), these cash payments will be paid to the Executive on the 60th day following his Termination Date.

Certain Termination Payments. In the event of termination of Executive’s employment hereunder by Employer without Cause or by Executive with Good Reason, Executive shall be entitled to the following:

Certain Employee Payments. NOVA is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of NOVA of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not # such payment, acceleration or provision would constitute a "parachute payment" (within the meaning of Section 280G of the Code), or # some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

Certain Employee Payments. UBI is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of UBI of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not # such payment, acceleration or provision would constitute a "parachute payment" (within the meaning of Section 280G of the Code), or # some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

Payments for Additional Items. Payments for the Additional Items shall be as set forth in a payment milestone schedule reasonably agreed by the Parties at the time the Additional Items are ordered, based where applicable upon any similar items in the Payment Milestone Schedule.

As additional consideration for this Agreement:

Reduction of Certain Payments. For purposes of this Section 4.4: # “Excise Tax” shall mean, collectively, the excise tax imposed under Section 4999 of the Code, any similar tax imposed by state or local law, and any interest or penalties with respect to such taxes; # “Net Benefit” shall mean the Present Value of the Payments net of all federal, state, local, foreign income, employment and excise taxes other than the Excise Tax; # a “Payment” shall mean any payment or distribution in the nature of compensation to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or otherwise; # “Plan Payment” shall mean a Payment paid or payable pursuant to this Plan (disregarding this Section 4.4); # “Present Value” shall mean such value determined in accordance with [Sections 280G(b)(2)(A)(ii) and 280G(d)(4)])] of the Code; and # “Reduced Amount” shall mean an amount expressed in Present Value that maximizes the aggregate Present Value of Plan Payments without causing any Payment to be an “excess parachute payment” (within the meaning of Section 280G(b) of the Code).

Reduction of Certain Payments. For purposes of this Section 4.4: # a “Payment” shall mean any payment or distribution in the nature of compensation to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or otherwise; # “Plan Payment” shall mean a Payment paid or payable pursuant to this Plan (disregarding this Section 4.4); # “Present Value” shall mean such value determined in accordance with [Sections 280G(b)(2)(A)(ii) and 280G(d)(4)])] of the Code; and # “Reduced Amount” shall mean an amount expressed in Present Value that maximizes the aggregate Present Value of Plan Payments without causing any Payment to be nondeductible by the Company or Employer because of Section 280G of the Code.

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 ​ would have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced. If the Accounting Firm determines that ​ would not have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced, ​ shall receive all Plan Payments to which ​ is entitled hereunder.