Limitation on Payments. In the event that the benefits provided for under this Policy # constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this [Section 4(b)] would be subject to the excise tax imposed by Section 4999 of the Code (or any corresponding provisions of state income tax law), then such benefits shall be either # delivered in full to the Officer, or # delivered as to such lesser extent as would result in no portion of such severance benefits being subject to excise tax under Code [Section 4999], whichever amount, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Code [Section 4999], results in the receipt by the Officer on an after-tax basis of the greater amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Code [Section 4999]. Any determination required under this [Section 5(b)] shall be made in writing by the Company’s independent accountants, whose determination shall be conclusive and binding for all purposes on the Company and the Officer. In the event that # above applies, then the Officer shall be responsible for any excise taxes imposed with respect to such benefits. In the event that # above applies, then each benefit provided hereunder shall be reduced to the extent necessary to avoid imposition of such excise taxes by paying the maximum amount with respect to each category of benefits set forth below in order: # stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) # Full Credit Payments (as defined below) that are payable in cash, # non-cash Full Credit Payments that are taxable, # non-cash Full Credit Payments that are not taxable, # Partial Credit Payments (as defined below) and # non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Policy or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment.

Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (“Payment”) would # constitute a “parachute payment” within the meaning of Section 280G of the Code; and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either # the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or # the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 5(a) shall be made in accordance with the following order of priority: # stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”), # Full Credit Payments (as defined below), that are payable in cash, # non-cash Full Credit Payments that are taxable, # non-cash Full Credit Payments that are not taxable, # Partial Credit Payments (as defined below) and # non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall the Executive have any discretion with respect to the ordering of payment reductions.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive # constitute “parachute payments” within the meaning of Section 280G of the Code and # but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise (“Payment”) would # constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be # delivered in full, or # delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. Any reduction in payments and/or benefits pursuant to this [Section 8] will occur in the following order: # reduction of cash payments; # cancellation of accelerated vesting of equity awards other than stock options; # cancellation of accelerated vesting of stock options; and # reduction of other benefits payable to Executive.

Limitation on Payments. In the event that the severance or change in control-related or other payments or benefits provided for in this Agreement or otherwise payable to Executive (collectively, the “Payments”) # constitute “parachute payments” within the meaning of Section 280G of the Code, and # but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive # constitute “parachute payments” within the meaning of Section 280G of the Code, and # but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3(a) will be either:

Limitation on Payments. Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise (“Payment”) would # constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be # delivered in full, or # delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. Any reduction in payments and/or benefits pursuant to this [Section 8] will occur in the following order: # reduction of cash payments; # cancellation of accelerated vesting of equity awards other than stock options; # cancellation of accelerated vesting of stock options; and # reduction of other benefits payable to Executive.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive # constitute “parachute payments” within the meaning of Section 280G of the Code, and # but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive ’s benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive # constitute “parachute payments” within the meaning of Section 280G of the Code and # but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive # constitute “parachute payments” within the meaning of Section 280G of the Code, and # but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either: