[Section 409A] Gross-Up If, notwithstanding the efforts of the parties to comply with Section 409A, Employee is subject to any excise tax under Section 409A, ​ will make additional payments (“​ Gross-Up Payments”) to Employee so that after taking into account any such additional tax and any related interest and/or penalties and the ​ Gross-Up Payments, Employee will be in the same position as if no excise tax under Section 409A and no related interest or penalties had been imposed upon ​ pursuant to Section 409A. The Accounting Firm will have the same general duties with respect to the determination of the amount of any [Section 409A] Gross-Up Payments as it has with respect to the determination of Gross-Up Payments with respect to [Section 4999] under [Section A] above and the parties will follow procedures in connection with the determination and payment of any [Section 409A] Gross-Up Payments that are similar to those specified in [Section A] above in connection with the determination and payment of any Gross-Up Payments with respect to [Section 4999].

Further Gross-Up If, notwithstandingPayments as Determined by the effortsIRS If the Internal Revenue Service determines that any Payment gives rise, directly or indirectly, to liability on the part of the parties to comply with Section 409A, Employee is subject to anyfor excise tax under Section 409A,[Section 4999] (and/or any penalties and/or interest with respect to any such excise tax) in excess of the amount, if any, previously determined by the Accounting Firm, ​ will make additional payments (“​ Gross-further Goss-Up Payments”)Payments to Employee so that after taking into account anyin cash and in such additional tax and any related interest and/or penalties and the ​ Gross-Up Payments,amounts as are necessary to put Employee will be in the same positionposition, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under [Section 4999] or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as Employee would have been in after payment of all federal, state, and local income taxes if nothe Payments had not given rise to an excise tax under Section 409A[Section 4999] and no relatedsuch penalties or interest or penalties had been imposed upon ​ pursuant to Section 409A. The Accounting Firmimposed. ​ will havemake any additional Gross-Up Payments required by this [Section A.3] not later than the same general dutiesdue date of any payment indicated by the Internal Revenue Service with respect to the determination ofunderlying matters to which the amount of any [Section 409A]additional Gross-Up Payments as it has with respect to the determination of Gross-Up Payments with respect to [Section 4999] under [Section A] above and the parties will follow procedures in connection with the determination and payment of any [Section 409A] Gross-Up Payments that are similar to those specified in [Section A] above in connection with the determination and payment of any Gross-Up Payments with respect to [Section 4999].Payment relates.

Gross-Up If, notwithstandingPayments If the effortsAccounting Firm determines that any Payment gives rise, directly or indirectly, to liability on the part of the parties to comply with Section 409A, Employee is subject to anyfor excise tax under Section 409A,[Section 4999] (and/or any penalties and/or interest with respect to any such excise tax), ​ will make additional cash payments (“​ Gross-(each, a “Gross-Up Payments”Payment”) to Employee so that after taking into account anyEmployee, from time to time in such additional tax and any related interest and/or penalties and the ​ Gross-Up Payments,amounts as are necessary to put Employee will be in the same positionposition, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under [Section 4999] or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as Employee would have been in after payment of all federal, state, and local income taxes if nothe Payments had not given rise to an excise tax under Section 409A[Section 4999] and no relatedsuch penalties or interest or penalties had been imposed upon ​ pursuantimposed. ​’s obligation to Section 409A. The Accounting Firmmake Gross-Up Payments under this [Section A] is not contingent on termination of Employee’s employment with ​. ​ will have the same general duties with respectmake each Gross-Up Payment to the determinationEmployee within 30 days of the amount of any [Section 409A] Gross-Up Payments as it has with respecttime that the related Payment constituting an excess parachute payment is paid or provided to the determination of Gross-Up Payments with respect to [Section 4999] under [Section A] above and the parties will follow procedures in connection with the determination and payment of any [Section 409A] Gross-Up Payments that are similar to those specified in [Section A] above in connection with the determination and payment of any Gross-Up Payments with respect to [Section 4999].Employee.