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.

Determinations. All determinations regarding the application of this Paragraph 7 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.