Excise Tax. In the event that any payment or benefit received or to be received by Employee in connection with a termination of his employment with Employer would constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G or any similar or successor provision to ​ and/or would be subject to any excise tax imposed by Internal Revenue Code Section 4999 or any similar or successor provision then Employer shall assume all liability for the payment of any such tax and Employer shall immediately reimburse Employee on a “grossed-up” basis for any income taxes attributable to Employee by reason of such Employer payment and reimbursements.

Excise Tax. In the event thatTaxes. If any paymentpayments or benefit receivedbenefits paid or provided or to be received bypaid or provided to the Employee or for the Employee's benefit pursuant to the terms of this Agreement or otherwise in connection with a termination of hiswith, or arising out of, employment with Employer would constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280GCompany or any similarits subsidiaries or successor provision to ​ and/orthe termination thereof (an "Employment Payment" and, collectively, the "Employment Payments") would be subject to anythe excise tax imposed by section 4999 of the Internal Revenue Code Section 4999 or any similar or successor provisionof 1986, as amended (the "Code" and such tax, the "Excise Tax"), then Employerthe Employee may elect for such Employment Payments to be reduced to ​ less than the amount that would constitute a "parachute payment" under section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the Company. If the Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Employee shall assume all liabilitybe responsible for the payment of any Excise Tax resulting from the Employment Payments and the Employee shall not be entitled to a gross‑up payment under this Agreement or any other arrangement for such taxExcise Tax. If the Employment Payments are to be reduced, they shall be reduced in the following order of priority: # first from cash compensation, # next from equity compensation, then # pro‑rated among all remaining Employment Payments and Employerbenefits. Within each such priority category, Employment Payments shall immediately reimburse Employeebe reduced on a “grossed-up” basis forlast to be paid, first reduced basis; provided that if there is a question as to which Employment Payments within any income taxes attributableof the foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided to the Employee by reason of such Employer payment and reimbursements.shall be reduced first.

Excise Tax. In the event thatTaxes. If any paymentpayments or benefit receivedbenefits paid or provided or to be received bypaid or provided to Employee or for Employee’s benefit pursuant ​ terms of this Agreement or otherwise in connection with a termination of hiswith, or arising out of, employment with Employer would constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280GCompany or any similarits respective subsidiaries or successor provision to ​ and/orthe termination thereof (a "Payment" and, collectively, the "Payments") would be subject to any​ excise tax imposed by Internal Revenue Code Section 4999 or any similar or successor provisionof the Code (the "Excise Tax"), then EmployerEmployee may, at his discretion, elect for such Payments to be reduced to ​ less than the amount that would constitute a "parachute payment" under Section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered ​ within thirty (30) days after the Date of Termination. If Employee does not elect to have Payments reduced ​ Scaled Back Amount, Employee shall assume all liabilitybe responsible for the payment of any Excise Tax resulting from the Payments and Employee shall not be entitled to a gross-up payment under this Agreement or any other for such taxExcise Tax. If the Payments are to be reduced, they shall be reduced in the following order of priority: # first from cash compensation, # next from equity compensation, then # pro-rated among all remaining payments and Employer shall immediately reimburse Employee onbenefits. ​ extent there is a “grossed-up” basis forquestion as to which Payments within any income taxes attributableof the foregoing categories are to be reduced first, the Payments that will produce the greatest present value reduction in the Payments with the least reduction in economic value provided to Employee by reason of such Employer payment and reimbursements.shall be reduced first.