G Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company or any of their Subsidiaries and Employee (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, Employee shall receive total payments equal to the greater, after the application of the excise tax imposed pursuant to Section 4999 of the Code, of the Payments provided under this Agreement or: the amount of such Payments reduced to the greatest amount that would result in no portion of the Payments being subject to such excise tax

Limitation on Payments and Benefits. Notwithstanding anything contained inany provision of this Agreement to the contrary tocontrary, in the extentevent that any of the payments and benefitsamount or benefit to be paid or provided for under this Agreement together with any payments or benefits under any other agreement or arrangement betweenotherwise to the Company or any of their Subsidiaries and Employee (collectively, the “Payments”) would constituteconstitutes a “parachute payment”“parachute payment” within the meaning of Section 280G of the Code, Employee shall receive total payments equaland but for this provision, would be subject to the greater, after the application of the excise tax imposed pursuant toby Section 4999 of the Code, then the totality of the Payments provided under this Agreement or: the amount ofthose amounts shall be either: # delivered in full, or # delivered as to such Payments reduced to the greatest amount thatlesser extent which would result in no portion of the Paymentssuch payments and benefits being subject to such excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee on an after-tax basis, of the greatest amount of such payments and benefits, notwithstanding that all or some portion of such amount may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree, any determination required under this provision shall be made in writing by a firm of independent public accountants or a law firm selected by the Company and reasonably acceptable to the Employee (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. The Company and the Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction of any amount required by this provision shall occur in the following order: # reduction of cash payments to the Employee under this Agreement or otherwise; # reduction of vesting acceleration of equity awards under this Agreement or otherwise; and # reduction of other benefits paid or provided to the Employee. If two or more equity awards are granted on the same date, each award will be reduced on a pro rata basis (dollar-for-dollar).

Notwithstanding anything contained in this Agreementany other provision to the contrary to the extent that any of the payments and benefits provided for under this Agreement together withcontrary, if any payments or benefits under any other agreement or arrangement betweenthat you would receive from the Company pursuant to this Agreement or any of their Subsidiaries and Employeeotherwise (collectively, the “Payments”) wouldwould, either separately or in the aggregate, # constitute a “parachute payment”payments” within the meaning of Section 280G of the Code, Employee shall receive total payments equaland # but for this sentence, be subject to the greater, after the application of the excise tax imposed pursuant toby Section 4999 of the Code,Code (the “Excise Tax”), then the Payments will be equal to the Reduced Amount (defined below). The “Reduced Amount” will be either # the entire amount of the Payments provided under this Agreement or: thePayments, or # an amount of such Payments reducedequal to the greatest amountlargest portion of the Payments that would result in no portion of any of the Payments (after reduction) being subject to the Excise Tax, 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 excise state and local taxes), results in your receipt, on an after-tax basis, of the greatest amount of the Payments. If a reduction in the Payments is to be made so that the amount of the Payments equals the Reduced Amount, the Payments will be paid only to the extent permitted under the Reduced Amount alternative; provided, that in the event the Reduced Amount is paid, the cash payments set forth in [Section 3.1] shall be reduced as required by the operation of this [Section 6.9].

General. In the contrary to the extentevent that any of the payments and benefits (the “Payments”) paid or provided forto Executive under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company or any of their Subsidiaries and Employee (collectively, the “Payments”) wouldotherwise # constitute a “parachute payment”payments” within the meaning of Section 280G of the Code, Employee shall receive total payments equalCode (“[Section 280G]”), and # but for this [Section 8], would be subject to the greater, after the application of the excise tax imposed pursuant toby Section 4999 of the Code, ofCode (“[Section 4999]”), then the Payments provided under this Agreement or: the amount ofshall be either # delivered in full, or # delivered as to such Payments reduced to the greatest amount thatlesser extent which would result in no portion of the Payments being subject to such excise tax under [Section 4999], whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by [Section 4999], results in the receipt by Executive on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of the Payments may be taxable under [Section 4999]. The provisions of this [Section 8] shall apply if, at the time of any change in ownership or control of the Company (within the meaning of [Section 280G]), the Company is an entity whose stock is readily tradable on an established securities market (or otherwise), within the meaning of [Section 280G].

In the contrary to the extentevent that any of the payments and benefits provided for underpayment or benefit received or to be received by Executive pursuant to this Agreement together with any paymentsAgreement, pursuant to another compensation or benefits under any other agreementbenefit program or arrangement between the Company or any of their Subsidiaries and Employee (collectively, the “Payments”otherwise (“Payments”) would # constitute a “parachute payment” within the meaning of Section 280G of the Code, Employee shall receive total payments equalCode and # but for this [Section 13], be subject to the greater, after the application of the excise tax imposed pursuant toby Section 4999 of the Code,Code (“Excise Tax”), then such Payments shall either be # provided in full pursuant to the terms of the Payments provided under this Agreement or: the amount ofand any other plan, program or applicable agreement, or # provided as to such Payments reduced to the greatest amount thatlesser extent which would result in no portion of thesuch 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 excise taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company or any of their Subsidiaries and Employee (collectively, the “Payments”) would# constitute a “parachute payment”payments” within the meaning of Section 280G of the Code, Employee shall receive total payments equaland # would be subject to the greater, after the application of the excise tax imposed pursuant toby Section 4999 of the Code, of the Payments providedCode (the “Excise Tax”), then Employee’s benefits under this Agreement or: the amount of such Payments reduced to the greatest amount that would result in no portion of the Payments being subject to such excise taxshall be either