Anything in this Plan to the contrary notwithstanding, in the event PricewaterhouseCoopers LLP or such other accounting firm selected by the Company prior to the Change in Control (the “Accounting Firm”) shall determine that receipt of all Payments would subject the Participant to the Excise Tax, a calculation shall be made comparing # the estimated Net Benefit after payment of the Excise Tax to # the estimated Net Benefit if the Payments are reduced to the extent necessary to ensure that no portion of the Payments is subject to the Excise Tax. Only if the estimated Net Benefit under # above is less than the estimated Net Benefit under # above will the Payments be reduced (but not below zero) to meet the definition of Reduced Amount. For the avoidance of doubt, the Company may, in its sole discretion, take such steps as it deems appropriate to mitigate application of the Excise Tax.

Anything in this Plan to the contrary notwithstanding, in the event PricewaterhouseCoopers LLP or such other accounting firm selected by the Company prior to the Change in Control (the “Accounting Firm”) shall determine that receipt of all Payments would subject the Participant to tax under Section 4999 of the Code, the aggregate Plan Payments shall be reduced (but not below zero) to meet the definition of Reduced Amount.