Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the 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 shall be either # reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from Company, any member of the Company Group or any 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 Code) and so that no portion of such amounts and benefits received by Executive 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 position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent 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 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 a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this 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 4999 of the Code.

Certain Excise Taxes. Notwithstanding anythingAnything in this Agreement to the contrary in this Agreement,notwithstanding, if the Executive is a “disqualified individual”“disqualified individual” (as defined in Section 280G(c)280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which the Executive has the right to receive from Company, any member of(collectively, the Company Group or any of their respective affiliates,“Payments”), would constitute a “parachute payment”“parachute payment” (as defined in Section 280G(b)(2)280G of the Code), then the payments and benefits provided for in this AgreementPayments shall be either # reduced (but not below zero) so that the aggregate present value of such total amounts and benefits received by Executive from Company, any member of the Company Group or any of their respective affiliates shallPayments will be one dollar ($1.00) less than three times Executive’the Executive’s “base amount”“base amount” (as defined in Section 280G(b)(3)280G of the Code) and so that no portion of such amounts and benefits received by Executivethe Payments shall be subject to the excise tax imposed by Section 4999 of the CodeCode, or # paid in full, whichever produces the better net after-tax position toresult for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes)income tax). The reduction of payments and benefits hereunder,Payments, if applicable,any, shall be made by reducing, first, payments or benefits to be paidreducing the Payments in cash hereunder in the reverse order in which such payment or benefitthe Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent 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 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 a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this 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 4999 of the Code..

Certain Excise Taxes. Notwithstanding anythingIn the event that any benefits payable to Executive pursuant to this Agreement or any other benefit plan or agreement (“Payments”) # constitute “parachute payments” within the contrary in this Agreement, if Executive is a “disqualified individual” (as defined inmeaning of Section 280G(c)280G of the Code)Internal Revenue Code of 1986, as amended (the “Code”), and the payments and benefits provided# but 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,[Article 6.7] 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 shall be either # reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from Company, any member of the Company Group or any 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 Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the CodeCode, or # paid in full, whichever produces the better net after-tax positionany comparable successor provisions (the “Excise Tax”), then Executive’s Payments shall be provided to Executive (taking into account any applicable excise tax underas to such lesser extent which would result in no portion of such benefits being subject to the Excise 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 amount the Payments are reduced to as close to the amount that is $1.00 below the amount where the Excise Tax would be required to be paid as is reasonably possible. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 4999409A of the Code and anywhere two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below 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 reasonable, good faith interpretations concerning the application of the Code, and other applicable taxes).legal authority. The reduction of paymentsCompany and benefits hereunder, if applicable,Executive shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, throughfurnish to such payment or benefit that would be made firstfinance personnel such information and documents as the finance personnel may reasonably request in time) and, then, reducing any benefitorder to be provided in-kind hereunder inmake a similar order. The determination as to whether any such reduction in the amount 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 a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing inunder this 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 4999 of the Code.[Article 6.7].

Certain Excise Taxes. Notwithstanding anythingIn the event that any payment or benefit received or to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the 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 shall be either # reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from Company, any memberpursuant to this Agreement, pursuant to another compensation or benefit program or otherwise (“Payments”) would # constitute a “parachute payment” within the meaning of Section 280G of the Company Group or any of their respective affiliates shall be one dollar ($1.00) less than three times Executive’s “base amount” (as defined inCode and # but for this Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall13, be subject to the excise tax imposed by Section 4999 of the Code or(“Excise Tax”), then such Payments shall either be # paidprovided in full, whichever producesfull pursuant to the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999terms of the Codethis Agreement and any other plan, program or applicable agreement, or # provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes). The reduction, results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits hereunder, if applicable, shallprovided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing,subject to the extent 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 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 a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this 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 4999 of the Code.Excise Tax.

Certain Excise Taxes. Notwithstanding anythingIf any payments or benefits paid or provided or to be paid or provided to the contraryExecutive or for the Executive's benefit pursuant to the terms of this Agreement or otherwise in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, togetherconnection with, or arising out of, employment 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,its subsidiaries or the termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") 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 shall be either # reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from Company, any member of the Company Group or any 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 Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Sectionsection 4999 of the Code or # paid in full, whichever produces(the "Excise Tax"), then the better net after-tax positionExecutive may elect for such Employment Payments to Executive (taking into account any applicable excise taxbe reduced to one dollar less than the amount that would constitute a "parachute payment" under Section 4999section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the Company. If the Executive does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Executive shall not be entitled to a gross‑up payment under this Agreement or any other applicable taxes). The reduction of payments and benefits hereunder, if applicable,arrangement for such Excise Tax. If the Employment Payments are to be reduced, they shall be made by reducing, first, payments or benefitsreduced in the following order of priority: # first from cash compensation, # next from equity compensation, then # pro‑rated among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid in cash hereunder inpaid, first reduced basis; provided that if there is a question as to which Employment Payments within any of the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefitforegoing categories are to be provided in-kind hereunder in a similar order. The determination as to whether any suchreduced first, the Employment Payments that will produce the greatest present value reduction in the amount ofEmployment Payments with the payments and benefitsleast reduction in economic value provided hereunder is necessaryto the Executive 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 a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this 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 4999 of the Code.first.

Certain Excise Taxes.Tax Limitation. Notwithstanding anythingany provision of this Agreement to the contrary in this Agreement,contrary, if Executive is a “disqualified individual” (as defined inany benefit payment hereunder would be treated as an “excess parachute payment” under Code Section 280G(c) of280G, the Code), andEmployer shall reduce such benefit payment to the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the rightextent necessary 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 shall be either # reduced (but not below zero) so that the present value ofavoid treating such total amounts and benefits received by Executive from Company, any member of the Company Group or any 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 Code) and so that no portion of such amounts and benefits received bybenefit payment as an excess parachute payment. The Executive shall be subjectentitled to only the excise tax imposed by Section 4999 ofreduced benefit and shall forfeit any amount over and above the Code or # paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent 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 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 a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this 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 4999 of the Code.amount.

Certain Excise Taxes. Notwithstanding anything to the contrary inIf any payment or benefit Executive would receive under this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, togetherwhen combined with any other paymentspayment or benefit Executive receives pursuant to the termination of Executive’s employment with the Company and benefits which Executive hasits Affiliates (“Payment”), would # constitute a “parachute payment” within the right to receive from Company, any membermeaning of Section 280G 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 paymentsCode, and benefits provided# but for in this Agreement shall be either # reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from Company, any member of the Company Group or any 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 Code) and so that no portion of such amounts and benefits received by Executive shallsentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either # the full amount of such Payment or # paidsuch lesser amount (with cash payments being reduced before stock option compensation) as would result in full,no portion of the Payment being subject to the Excise Tax, whichever producesof the better net after-tax position to Executive (takingforegoing amounts, taking into account anythe applicable excise federal, state and local employment taxes, income taxes, and the Excise Tax, results in Executive’s receipt, on an after-tax under Section 4999basis, of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent 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 thegreater amount of the payments and benefits provided hereunder is necessary shall be made by Company in good faith. If a reduced paymentPayment notwithstanding that all 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 membersome portion of the Company Group or any of their respective affiliates used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excessPayment may be subject to Company upon notification that an overpayment has been made. Nothing in this 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 4999 of the Code.Excise Tax.

Certain Excise Taxes. Notwithstanding anything5.1Tax Adjustment Payment. In the event that the Executive becomes entitled to the contrary inSeverance Benefits or any other payment or benefit under this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together withor under any other payments and benefits which Executive has the right to receive from Company, any memberagreement with or plan of the Company Group(in the aggregate, the "Total Payments"), whether or not the Executive has terminated employment with the Company, if all or any of their respective affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2)part of the Code), then the payments and benefits provided for in this Agreement shall be either # reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from Company, any member of the Company Group or any 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 Code) and so that no portion of such amounts and benefits received by Executive shallTotal Payments will be subject to the excise tax imposed by Section 4999 of the Code or # paid in full, whichever produces(or any similar tax that may hereafter be imposed) (the "Excise Tax"), the better net after-Total Payments shall be reduced (but not below zero) such that the value of the Total Payments shall be one dollar ($1) less than the maximum amount of payments which the Executive may receive without becoming subject to the tax position to Executive (taking into account any applicable excise tax underimposed by Section 4999 of the CodeCode; provided, however, that the foregoing limitation shall not apply in the event that it is determined that the Total Payments on an after-tax basis (i.e., after payment of federal, state, and any other applicable taxes). The reduction of paymentslocal income taxes, penalties, interest, and benefits hereunder,Excise Tax) if applicable, shall be made by reducing, first, payments orsuch limitation is not applied would exceed the after-tax benefits to be paid in cash hereunder in the order in whichExecutive if such payment or benefit would be paid or provided (beginning with such payment or benefitlimitation is applied. The Executive shall bear the expense of any and all Excise Taxes due on any payments that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefitare deemed to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount“excess parachute payments” under Section 280G 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 a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this 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 4999 of the Code.

Certain Excise Taxes. Notwithstanding anythingTax Limitation. In the event that any amounts payable to the contrary inExecutive under this Agreement, if Executive is a “disqualified individual” (as defined inAgreement or otherwise would # constitute “parachute payments” within the meaning of Section 280G(c)280G of the Code)Internal Revenue Code of 1986, as amended (the “Code”), and the payments and benefits provided# but 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(Paragraph 12(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either # reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from Company, any member of the Company Group or any 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 Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 49994999, then such payments shall be reduced in a manner determined by the Company (by the minimum possible amounts) that is consistent with the requirements of Section 409A until no amount payable to the Code or # paid in full, whichever producesExecutive will be subject to the better net after-tax position to Executive (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent 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 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 a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this 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 4999 of the Code.4999.

Certain Excise Taxes. Notwithstanding anything toconstitute a “parachute payment” within the contrary in this Agreement, if Executive is a “disqualified individual” (as defined inmeaning of Section 280G(c)280G of the Code),Code, and the payments and benefits provided# but 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 shall be either # reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from Company, any member of the Company Group or any 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 Code) and so that no portion of such amounts and benefits received by Executive shallsentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either # the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or # paid in full,the total amount of the Payment, whichever producesof the better net after-tax position to Executive (takingamounts determined under [(A) and (B)], after taking into account anyall applicable excise federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax underbasis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of outstanding equity awards. In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting shall be undertaken in the reverse order of the date of grant of the Executive’s outstanding equity awards. All calculations and determinations made pursuant this [Section 6] will be made by an independent accounting or consulting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the 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 Code and Section 4999 of the Code and any other applicable taxes).Code. The reduction of payments and benefits hereunder, if applicable,Company shall be made by reducing, first, payments or benefits to be paidbear all costs the Tax Counsel may reasonably incur in cash hereunder in the order in which such payment or benefit would be paid or provided (beginningconnection with such payment or benefit that would be made last in time and continuing, to the extent 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 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 a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this 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 4999 of the Code.its services.