Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee # constitute “parachute payments” within the meaning of Section 280G of the Code, and # would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s benefits under this Agreement shall be either

Code Section 280G. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee # constitute “parachute payments” within the meaning of Section 280G of the Code and # but for this Section 3(b), would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s benefits under Section 2 of this Agreement shall be either:

Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, in the event that any amount or benefit to be paid or provided under this Agreement or otherwise to the Employee constitutes a “parachute payment” within the meaning of Section 280G of the Code, and but for this provision, would be subject to the excise tax imposed by Section 4999 of the Code, then the totality of those amounts shall be either: # delivered in full, or # delivered as to such lesser extent which would result in no portion of such payments and benefits being subject to 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).

G Limitations In [[Organization A:Organization]] event that [[Organization A:Organization]] severance and other benefits provided for in this Agreement or otherwise payable to Employee # constitute “parachute payments” within [[Organization A:Organization]] meaning of Section 280G of [[Organization A:Organization]] Code and # would be subject to [[Organization A:Organization]] excise tax imposed by Code Section 4999, then such benefits shall be either be: # delivered in full, or # delivered as to such lesser extent which would

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

In the event that the payments and benefits provided for in this Agreement or other payments and benefits payable or provided to you # constitute “parachute payments” within the meaning of Section 280G of the Code and # but for this paragraph 18, would be subject to the excise tax imposed by Section 4999 of the Code, then your payments and benefits under this Agreement or other payments or benefits (the “[[Unknown Identifier]] Amounts”) will be either: