All calculations and determinations under Sections 5(c)(i) and 5(c)(ii) shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by Sections 5(c)(i) and 5(c)(ii), the Tax Counsel

All calculations and determinations under [Sections 5(c)(i) and 5(c)(ii)])] shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by [Sections 5(c)(i) and 5(c)(ii)])], the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of [Section 280G] and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under [Sections 5(c)(i) and 5(c)(ii)])]. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.