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.

Accountants’ Determinations. Unless#280G Provisions. Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive 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 shall either be # delivered in full, or # delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the 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 and Executive otherwise agree in writing, any determination required under this [Section 8] shall be made in writing byfor general audit purposes as of the Company’s independent public accountants immediatelyday prior to the effective date of the Change ofin Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive andperform 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].foregoing calculations. The Company shall bear all costsexpenses with respect to the Accountants may reasonably incurdeterminations by such accounting 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 final, binding and conclusive upon the Company and Executive. Any reduction in connection with any calculations contemplated bypayments and/or benefits pursuant to 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 shall4.2] will 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];other than stock options; # cancellation of other equity awards;accelerated vesting of stock options; and # reduction of continued employee benefits. In the event that the accelerated vesting of equity awards isother benefits payable to be cancelled, such vesting acceleration shall be cancelled in the reverse chronological order of Executive’s equity awards’ grant dates.Executive.