In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement, pursuant to another compensation or benefit program or otherwise (“Payments”) would # constitute a “parachute payment” within the meaning of Section 280G of the Code and # but for this Section 13, be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then such Payments shall either be # provided in full pursuant to the terms of this Agreement and any other plan, program or applicable agreement, or # provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax.

In the event that any payment or benefit received orbenefits payable to be received by Executive pursuant to this Agreement, pursuant to another compensationAgreement or any other benefit programplan or otherwiseagreement (“Payments”) would # constitute a “parachute payment”payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this Section 13,[Article 6.7] would be subject to the excise tax imposed by Section 4999 of the Code (“ExciseCode, or any comparable successor provisions (the “Excise Tax”), then suchExecutive’s Payments shall either be # provided in full pursuant to the terms of this Agreement and any other plan, program or applicable agreement, or # providedExecutive as to such lesser extent which would result in no portion of such Paymentsbenefits being subject to the Excise Tax (“Reduced Amount”)Tax. In the event that the payments and/or benefits are to be reduced pursuant to this [Article 6.7], whichever ofsuch payments and benefits shall be reduced such that the foregoing amounts, taking into accountamount the applicable federal, state and local income, employment and other taxes andPayments are reduced to as close to the amount that is $1.00 below the amount where the Excise Tax (including, without limitation, any interest or penalties on such taxes), resultswould be required to be paid as is reasonably possible. In applying this principle, the reduction shall be made in a manner consistent with the receipt by Executive, on an after-tax basis,requirements of Section 409A of the greatest amount of paymentsCode and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may bewhere two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. For purposes of making the Excise Tax.calculations required by this [Article 6.7], the Company’s finance personnel responsible for the calculation may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to such finance personnel such information and documents as the finance personnel may reasonably request in order to make a determination under this [Article 6.7].

InNotwithstanding any other provision to the eventcontrary, if any payments or benefits that any payment or benefit received or to be received by Executiveyou would receive from the Company pursuant to this Agreement, pursuant to another compensation or benefit programAgreement or otherwise (“Payments”(collectively, the “Payments”) wouldwould, either separately or in the aggregate, # constitute a “parachute payment”payments” within the meaning of Section 280G of the CodeCode, and # but for this Section 13,sentence, be subject to the excise tax imposed by Section 4999 of the Code (“Excise(the “Excise Tax”), then suchthe Payments shall eitherwill be # provided in full pursuantequal to the termsReduced Amount (defined below). The “Reduced Amount” will be either # the entire amount of this Agreement and any other plan, program or applicable agreement,the Payments, or # provided asan amount equal to such lesser extent whichthe largest portion of the Payments that would result in no portion of suchany of the Payments (after reduction) being subject to the Excise Tax (“Reduced Amount”),Tax, whichever of the foregoing amounts,amount after taking into account theall applicable federal, state and local income, employment and other taxestaxes, income taxes, and the Excise Tax (including, without limitation, any interest or penalties on(all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the receipt by Executive,your receipt, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstandingthe Payments. If a reduction in the Payments is to be made so that all or some portionthe amount of suchthe Payments mayequals the Reduced Amount, the Payments will be subjectpaid only to the Excise Tax.extent permitted under the Reduced Amount alternative; provided, that in the event the Reduced Amount is paid, the cash payments set forth in Section 3.1 shall be reduced as required by the operation of this Section 6.9.

InBest Pay. Any provision of this Agreement to the event thatcontrary notwithstanding, if any payment or benefit received or to be received by Executive would receive from the Company pursuant to this Agreement, pursuant to another compensation or benefit programAgreement or otherwise (“Payments”Payment”) would # constitute a “parachute payment” within the meaning of Section 280G of the Code and # but for this Section 13,sentence, be subject to the excise tax imposed by Section 4999 of the Code (“Excise(the “Excise Tax”), then such Payments shall eitherPayment will be # provided in full pursuantequal to the termsReduced Amount (as defined below). The “Reduced Amount” will be either # the largest portion of this Agreement and any other plan, program or applicable agreement, or # provided as to such lesser extent whichthe Payment that would result in no portion of such Paymentsthe Payment (after reduction) being subject to the Excise Tax (“Reduced Amount”),or # the entire Payment, whichever of the foregoing amounts,amount after taking into account theall applicable federal, statestate, and local income, employment and other taxestaxes, income taxes, and the Excise Tax (including, without limitation, any interest or penalties on(all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the receipt by Executive,Executive’ s receipt, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise,greater economic benefit notwithstanding that all or some portion of such Paymentsthe Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and # as a third priority, Payments that are “deferred compensation” within the meaning of [Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of [Section 409A].

In the event thatIf any payment or benefit receivedExecutive would receive under this Agreement, when combined with any other payment or to be received bybenefit Executive receives pursuant to this Agreement, pursuant to another compensation or benefit program or otherwisethe termination of Executive’s employment with the Company and its Affiliates (“Payments”Payment”), would # constitute a “parachute payment” within the meaning of Section 280G of the CodeCode, and # but for this Section 13,sentence, be subject to the excise tax imposed by Section 4999 of the Code (“Excise(the “Excise Tax”), then such PaymentsPayment shall be either be # provided inthe full pursuant to the termsamount of this Agreement and any other plan, program or applicable agreement,such Payment or # provided as to such lesser extent whichamount (with cash payments being reduced before stock option compensation) as would result in no portion of such Paymentsthe Payment being subject to the Excise Tax (“Reduced Amount”),Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxestaxes, income taxes, and the Excise Tax (including, without limitation, any interest or penalties on such taxes),Tax, results in the receipt by Executive,Executive’s receipt, on an after-tax basis, of the greatestgreater amount of payments and benefits provided for hereunder or otherwise,the Payment notwithstanding that all or some portion of such Paymentsthe Payment may be subject to the Excise Tax.

InAnything in this Agreement to the event that any payment or benefit received or to be received bycontrary notwithstanding, if the Executive pursuant tois a “disqualified individual” (as defined in Section 280G of the Code), and the payments and benefits provided for in this Agreement, pursuanttogether with any other payments and benefits which the Executive has the right to another compensation or benefit program or otherwise (“Payments”receive (collectively, the “Payments”), would # constitute a “parachute payment” within the meaning of(as defined in Section 280G of the CodeCode), then the Payments shall be either # reduced (but not below zero) so that the aggregate present value of the Payments will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G of the Code) and # but for this Section 13,so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code, or # paid in full, whichever produces the better net after-tax result for the Executive (taking into account any applicable excise tax under Section 4999 of the Code (“Excise Tax”), thenand any applicable income tax). The reduction of Payments, if any, shall be made by reducing the Payments in the reverse order in which the Payments would be paid or provided (beginning with such Payments shall eitherpayment or benefit that would be # providedmade last in full pursuanttime and continuing, to the terms of this Agreement and any other plan, program or applicable agreement, or # provided asextent necessary, through to such lesser extent whichpayment or benefit that would resultbe made first in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax.time).

General. In the event that any paymentthe payments and benefits (the “Payments”) paid or benefit received orprovided to be received by Executive pursuant tounder this Agreement, pursuant to another compensation or benefit programAgreement or otherwise (“Payments”) would # constitute a “parachute payment”payments” within the meaning of Section 280G of the Code (“[Section 280G]”), and # but for this Section 13,8, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”[Section 4999]”), then suchthe Payments shall be either be # provideddelivered in full pursuant to the terms of this Agreement and any other plan, program or applicable agreement,full, or # provideddelivered as to such lesser extent which would result in no portion of suchthe Payments being subject to the Excise Tax (“Reduced Amount”)excise tax under [Section 4999], whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and otherincome taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes)excise tax imposed by [Section 4999], results in the receipt by Executive,Executive on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise,the Payments, notwithstanding that all or some portion of suchthe Payments may be subject totaxable under [Section 4999]. The provisions of this Section 8 shall apply if, at the Excise Tax.time of any change in ownership or control of the Company (within the meaning of [Section 280G]), the Company is an entity whose stock is readily tradable on an established securities market (or otherwise), within the meaning of [Section 280G].

InCertain Excise Taxes. Notwithstanding anything to the eventcontrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from Company, any member of the Company Group or any of their respective affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either # reduced (but not below zero) so that any payment or benefit received or to bethe present value of such total amounts and benefits received by Executive pursuant to this Agreement, pursuant to another compensation or benefit program or otherwise (“Payments”) would # constitute a “parachute payment” within the meaning of Section 280Gfrom Company, any member of the CodeCompany Group or any of their respective affiliates shall be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and # but for this Section 13,so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then such Payments shall either beor # providedpaid in full pursuantfull, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the terms of this AgreementCode and any other plan, program or applicable agreement, or # provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount. The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided for hereunder(beginning with such payment or otherwise, notwithstandingbenefit that all or some portion of such Payments maywould be subjectmade last in time and continuing, to the Excise Tax.extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from Company, any member of the Company Group or any of their respective affiliates used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this Section 22 shall require Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

In the event thatIf any payment or benefit receivedExecutive would receive under this Agreement, when combined with any other payment or to be received bybenefit Executive receives pursuant to a Change of Control (for purposes of this Agreement, pursuant to another compensation or benefit program or otherwise (“Payments”section, a “Payment”) wouldwould: # constitute a “parachute payment” within the meaning of Section 280G of[Section 280G] the CodeCode; and # but for this Section 13,sentence, be subject to the excise tax imposed by Section 4999 of the Code (“Excise(the “Excise Tax”), then such PaymentsPayment shall either be either: # provided inthe full pursuant to the termsamount of this Agreement and any other plan, program or applicable agreement,such Payment; or # provided as to such lesser extent whichamount (with cash payments being reduced before stock option compensation) as would result in no portion of such Paymentsthe Payment being subject to the Excise Tax (“Reduced Amount”),Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxesemployments taxes, income taxes, and the Excise Tax (including, without limitation, any interest or penalties on such taxes),Tax, results in the receipt by Executive,Executive’s receipt, on an after-tax basis, of the greatestgreater amount of payments and benefits provided for hereunder or otherwise,the Payment notwithstanding that all or some portion of such Paymentsthe Payment may be subject to the Excise Tax.

In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement, pursuant to another compensation or benefit program or otherwise (“Payments”) would # constitute a “parachute payment” within the meaning of Section 280G of the CodeCode, and # but for this Section 13,sentence, be subject to the excise tax imposed by Section 4999 of the Code (“Excise(the “Excise Tax”), then such PaymentsPayment shall either be # provided in full pursuantreduced to the termsReduced Amount. The “Reduced Amount” shall be either # the largest portion of this Agreement and any other plan, program or applicable agreement, or # provided as to such lesser extent whichthe Payment that would result in no portion of such Paymentsthe Payment being subject to the Excise Tax (“Reduced Amount”),or # the total amount of the Payment, whichever of the foregoing amounts,amounts determined under [(A) and (B)], after taking into account theall applicable federal, state and local income, employment and other taxestaxes, income taxes, and the Excise Tax (including, without limitation, any interest or penalties on such taxes)(all computed at the highest applicable marginal rate), results in the receipt by Executive,Executive’s receipt, on an after-tax basis, of the greatestgreater amount of payments and benefits provided for hereunder or otherwise,the Payment notwithstanding that all or some portion of such Paymentsthe Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of outstanding equity awards. In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting shall be undertaken in the reverse order of the date of grant of the Executive’s outstanding equity awards. All calculations and determinations made pursuant this [Section 6] will be made by an independent accounting or consulting 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 this [Section 6], the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G of the Code and Section 4999 of the Code. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.