Determinations. All determinations regarding the application of this Section 9 shall be made by an independent accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax retained by the Company prior to the date of the applicable change in ownership or control (the “[[Unknown Identifier]] Firm”). For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, # no portion of the Total Payments shall be taken into account which # does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of [Section 280G(b)(4)(A)] of the Code) and, in calculating the Excise Tax, or # constitutes reasonable compensation for services actually rendered, within the meaning of [Section 280G(b)(4)(B)] of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, # no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, and # the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the [[Unknown Identifier]] Firm in accordance with the principles of [Sections 280G(d)(3) and (4)])] of the Code. All determinations related to the calculations to be performed pursuant to this “[Section 280G] Treatment” section shall be done by the [[Unknown Identifier]] Firm. The [[Unknown Identifier]] Firm will be directed to submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after notification from either the Company or Executive that Executive may receive payments which may be “parachute payments.” Executive and the Company will each provide the [[Unknown Identifier]] Firm access to and copies of any books, records, and documents as may be reasonably requested by the [[Unknown Identifier]] Firm, and otherwise cooperate with the [[Unknown Identifier]] Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Agreement. The fees and expenses of the [[Unknown Identifier]] Firm for its services in connection with the determinations and calculations contemplated by this Agreement will be borne solely by the Company.

Accountants’ Determinations. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 shall be made in writing by the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of [Section 280G] and [Section 4999]. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8. If a reduction in the Payments constituting “parachute payments” as defined in [Section 280G] is necessary so that benefits are delivered to a lesser extent, reduction shall occur in the following order: # reduction of the cash severance payments; # cancellation of accelerated vesting of equity awards that do not qualify for special valuation under Q&A 24(c) of the regulations under [Section 280G]; # cancellation of other equity awards; and # reduction of continued employee benefits. In the event that the accelerated vesting of equity awards is to be cancelled, such vesting acceleration shall be cancelled in the reverse chronological order of Executive’s equity awards’ grant dates.

Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error. In connection with the use or administration of Term SOFR, the Administrative Agent in consultation with the Borrower will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document (other than the consultation rights of the Borrower pursuant to the definition of Conforming Changes). The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Determinations Binding. All determinations made by the Auditor under this Section 3.7 shall be binding upon the Company and the Officer.

Corporation Determinations. In the event of your termination of Employment, the determination of the reason for such termination and the applicable treatment under this Section 2 shall be made by the Corporation in its sole discretion.

Written Determinations. With respect to each [Section 162(m)] Award, all determinations by the Committee as to # the establishment of the performance period and performance goals with respect to the selected business criteria, # the establishment of the objective formula used to calculate the amount of cash or Stock payable, if any, based on the level of achievement of such performance goals, and # the certification of the level of performance achieved during the performance period with regard to the performance goals for each business criteria selected, shall each be made in writing.

Year-End Determinations. As of the end of each Plan Year, the Committee (or an executive officer to whom these powers have been delegated in accordance with Section 3 of the Plan) shall take the following actions:

Non-Uniform Determinations. The Board’s determinations under the Plan (including without limitation determinations of the persons to receive Options, the form, amount and timing of such Options, the terms and provisions of such Options and the Option Agreements evidencing same, and the establishment of values and performance targets) need not be uniform and may be made by the Board selectively among persons who receive, or are eligible to receive, Options under the Plan, whether or not such persons are similarly situated.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of # any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, # the implementation of any Benchmark Replacement, # the effectiveness of any Benchmark Replacement Conforming Changes and # the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this [Section 8.01(b)], including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this [Section 8.01(b)].

Notices; Standards for Decisions and Determinations. The Bank will promptly notify the Borrower of # the implementation of any Benchmark Replacement and # the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Bank will promptly notify the Borrower of # the removal or reinstatement of any tenor of a Benchmark pursuant to [Section 2.07(e) and (y)])] the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Bank pursuant to this [Section 2.07], including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this [Section 2.07].