G Notwithstanding anything to the contrary in this Agreement, if Executive is a "disqualified individual" (as defined in Section 280G(c) of the Code), and any Severance Payment and other benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company and other person or entity (the "Aggregate Severance"), would be subject to the excise tax imposed by Section 4999 of the Code, including any interest and penalties imposed with respect to such excise tax (the "Excise Tax"), then the Aggregate Severance provided thereunder shall be either # reduced (but not below zero) so that the present value of the Aggregate Severance equals the Safe Harbor Amount (as defined below) and so that no portion of the Aggregate Severance shall be subject to the Excise Tax, or # paid in full, whichever produces the better net after-tax position to Executive (taking into account the Excise Tax and any other applicable taxes). The determination as to whether any such reduction in the Aggregate Severance is necessary shall be made initially by the Company in good faith. If applicable, the reduction of the amounts payable hereunder in accordance with ​ shall be made in the following order and in such a manner as to maximize the value of the Aggregate Severance paid to Executive # cash severance pay that is treated as deferred compensation subject to Section 409A; # any payments intended to pay for continued medical benefits under COBRA; # any other cash severance pay that is exempt from [Section 409A]; # any other non-cash benefit payable that is a severance benefit; (v)reduction of any other cash payment or bonus treated as being payable on account of the change of control for purposes of Section 280G of the Code; # reduction of any equity compensation treated as being granted in anticipation of a change of control for purposes of Section 280G of the Code (with restricted stock, restricted stock units and other similar equity awards being reduced first, then stock options and stock appreciation rights); # reduction in vesting acceleration of restricted stock units, restricted stock and other similar equity awards not described in (vi), above; and # reduction in vesting acceleration of stock options and stock appreciation rights. In the event that equity compensation acceleration or grants are to be reduced or cancelled, such reduction or cancellation shall occur in the reverse order of the date of grant to Executive. If the Aggregate Severance is reduced in accordance with the preceding sentence and through error or otherwise the Aggregate Severance exceeds the Safe Harbor Amount, Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. For purposes of this [Section 7.7(b)], “Safe Harbor Amount” means an amount equal to ​ less than three (3) times Executive’s "base amount" for the "base period," as those terms are defined under Section 280G of the Code.

Anything in this Agreement to the contrary notwithstanding, in this Agreement, if Executive is a "disqualified individual" (as defined in Section 280G(c)the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Code),Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code and any Severance Payment and other benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company and other person or entityapplicable regulations thereunder (the "Aggregate Severance"“Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, including any interest and penalties imposed with respect to such excise tax (the "Excise Tax"), then the Aggregate Severance provided thereunderPayments shall be either # reduced (but not below zero) so that the present valuesum of all of the Aggregate Severance equalsPayments shall be ​ less than the Safe Harboramount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) and so that no portion ofthan the Executive would receive if the Aggregate SeverancePayments were not subject to such reduction. In such event, the Aggregate Payments shall be subject to the Excise Tax, or # paid in full, whichever produces the better net after-tax position to Executive (taking into account the Excise Tax and any other applicable taxes). The determination as to whether any such reduction in the Aggregate Severance is necessary shall be made initially by the Company in good faith. If applicable, the reduction of the amounts payable hereunder in accordance with ​ shall be madereduced in the following order, in each case, in reverse chronological order andbeginning with the Aggregate Payments that are to be paid the furthest in such a manner as to maximize the valuetime from consummation of the Aggregate Severance paid to Executive # cash severance paytransaction that is treated as deferred compensation subject to Section 409A; # any payments intended to pay for continued medical benefits under COBRA; # any other cash severance pay that is exempt from [Section 409A]; # any other non-cash benefit payable that is a severance benefit; (v)reduction of any other cash payment or bonus treated as being payable on account of the change of control for purposes of Section 280G of the Code: # cash payments not subject to Section 409A of the Code; # reduction of any equity compensation treated as being granted in anticipation of a change of control for purposes ofcash payments subject to Section 280G409A of the Code (with restricted stock, restricted stock unitsCode; # equity-based payments and other similar equity awards being reduced first, then stock options and stock appreciation rights); # reduction in vesting acceleration of restricted stock units, restricted stock and other similar equity awards not described in (vi), above;acceleration; and # reductionnon-cash forms of benefits; provided that in vesting accelerationthe case of stock options and stock appreciation rights. Inall the eventforegoing Aggregate Payments all amounts or payments that equity compensation accelerationare not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or grants are to(c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or cancelled, such reduction or cancellation shall occur in the reverse order of the date of grant to Executive. If the Aggregate Severance is reduced in accordance with the preceding sentence and through error or otherwise the Aggregate Severance exceeds the Safe Harbor Amount, Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. For purposes of this [Section 7.7(b)], “Safe Harbor Amount” means an amount equal to ​ less than three (3) times Executive’s "base amount" for the "base period," as those terms are defined under Section 280G of the Code.(c).

Anything in this Agreement to the contrary notwithstanding, in this Agreement, if Executive is a "disqualified individual" (as defined in Section 280G(c)the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Code),Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and any Severance Payment and other benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company and other person or entityapplicable regulations thereunder (the "Aggregate Severance"“Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, including any interest and penalties imposed with respect to such excise tax (the "Excise Tax"), then the Aggregate Severance provided thereunderPayments shall be either # reduced (but not below zero) so that the present valuesum of all of the Aggregate Severance equalsPayments shall be ​ less than the Safe Harboramount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) and so that no portion ofthan the Executive would receive if the Aggregate SeverancePayments were not subject to such reduction. In such event, the Aggregate Payments shall be subject to the Excise Tax, or # paid in full, whichever produces the better net after-tax position to Executive (taking into account the Excise Tax and any other applicable taxes). The determination as to whether any such reduction in the Aggregate Severance is necessary shall be made initially by the Company in good faith. If applicable, the reduction of the amounts payable hereunder in accordance with ​ shall be madereduced in the following order, in each case, in reverse chronological order andbeginning with the Aggregate Payments that are to be paid the furthest in such a manner as to maximize the valuetime from consummation of the Aggregate Severance paid to Executive # cash severance paytransaction that is treated as deferred compensation subject to Section 409A; # any payments intended to pay for continued medical benefits under COBRA; # any other cash severance pay that is exempt from [Section 409A]; # any other non-cash benefit payable that is a severance benefit; (v)reduction of any other cash payment or bonus treated as being payable on account of the change of control for purposes of Section 280G of the Code: # cash payments not subject to Section 409A of the Code; # reduction of any equity compensation treated as being granted in anticipation of a change of control for purposes ofcash payments subject to Section 280G409A of the Code (with restricted stock, restricted stock unitsCode; # equity-based payments and other similar equity awards being reduced first, then stock options and stock appreciation rights); # reduction in vesting acceleration of restricted stock units, restricted stock and other similar equity awards not described in (vi), above;acceleration; and # reductionnon-cash forms of benefits; provided that in vesting accelerationthe case of stock options and stock appreciation rights. Inall the eventforegoing Aggregate Payments all amounts or payments that equity compensation accelerationare not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or grants are to(c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or cancelled, such reduction or cancellation shall occur in the reverse order of the date of grant to Executive. If the Aggregate Severance is reduced in accordance with the preceding sentence and through error or otherwise the Aggregate Severance exceeds the Safe Harbor Amount, Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. For purposes of this [Section 7.7(b)], “Safe Harbor Amount” means an amount equal to ​ less than three (3) times Executive’s "base amount" for the "base period," as those terms are defined under Section 280G of the Code.(c).

Anything in this Agreement to the contrary notwithstanding, in this Agreement, if Executive is a "disqualified individual" (as defined in Section 280G(c)the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Code),Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code and any Severance Payment and other benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company and other person or entityapplicable regulations thereunder (the "Aggregate Severance"“Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, including any interest and penalties imposed with respect to such excise tax (the "Excise Tax"), then the Aggregate Severance provided thereunderPayments shall be either # reduced (but not below zero) so that the present valuesum of all of the Aggregate Severance equalsPayments shall be ​ less than the Safe Harboramount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) and so that no portion ofthan the Executive would receive if the Aggregate SeverancePayments were not subject to such reduction. In such event, the Aggregate Payments shall be subject toreduced, only upon the Excise Tax, or # paid in full, whichever produces the better net after-tax position to Executive (taking into account the Excise Tax and any other applicable taxes). The determination as to whether any such reduction in the Aggregate Severance is necessary shall be made initially by the Company in good faith. If applicable, the reduction of the amounts payable hereunder in accordance with ​ shall be madeExecutive’s consent, in the following order, in each case, in reverse chronological order andbeginning with the Aggregate Payments that are to be paid the furthest in such a manner as to maximize the valuetime from consummation of the Aggregate Severance paid to Executive # cash severance paytransaction that is treated as deferred compensation subject to Section 409A; # any payments intended to pay for continued medical benefits under COBRA; # any other cash severance pay that is exempt from [Section 409A]; # any other non-cash benefit payable that is a severance benefit; (v)reduction of any other cash payment or bonus treated as being payable on account of the change of control for purposes of Section 280G of the Code: # cash payments not subject to Section 409A of the Code; # reduction of any equity compensation treated as being granted in anticipation of a change of control for purposes ofcash payments subject to Section 280G409A of the Code (with restricted stock, restricted stock unitsCode; # equity-based payments and other similar equity awards being reduced first, then stock options and stock appreciation rights); # reduction in vesting acceleration of restricted stock units, restricted stock and other similar equity awards not described in (vi), above;acceleration; and # reductionnon-cash forms of benefits; provided that in vesting accelerationthe case of stock options and stock appreciation rights. Inall the eventforegoing Aggregate Payments all amounts or payments that equity compensation accelerationare not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or grants are to(c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or cancelled, such reduction or cancellation shall occur in the reverse order of the date of grant to Executive. If the Aggregate Severance is reduced in accordance with the preceding sentence and through error or otherwise the Aggregate Severance exceeds the Safe Harbor Amount, Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. For purposes of this [Section 7.7(b)], “Safe Harbor Amount” means an amount equal to ​ less than three (3) times Executive’s "base amount" for the "base period," as those terms are defined under Section 280G of the Code.(c).