If the payments and benefits pursuant to [Section 5] hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employer, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employer pursuant to [Section 5] hereof shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable by the Employer under [Section 5] being non-deductible to the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If the payments and benefits under [Section 5] are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to [Section 5] shall be based upon the opinion of independent tax counsel selected by the Employer and paid by the Employer. Such counsel shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination, and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained in this [Section 5] shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this [Section 5], or a reduction in the payments and benefits specified in [Section 5] below zero.

Anything in this Agreement to the contrary notwithstanding, if the Executive is a “disqualified individual” (as defined in Section 280G of the Code), and the payments and benefits pursuant to [Section 5] hereof, either alone orprovided for in this Agreement, together with any other payments and benefits which the Executive has the right to receive from(collectively, the Employer,“Payments”), would constitute a “parachute payment” under(as defined in Section 280G of the Code,Code), then the payments and benefits payable by the Employer pursuant to [Section 5] hereofPayments shall be either # reduced by(but not below zero) so that the minimum amount necessary to resultaggregate present value of the Payments will be ​ less than three times the Executive’s “base amount” (as defined in Section 280G of the Code) and so that no portion of the payments and benefits payable by the Employer under [Section 5] being non-deductible to the Employer pursuant to Section 280G of the Code andPayments 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. If the paymentsCode and benefits under [Section 5] are required to be reduced, the cash severanceany applicable income tax). The reduction of Payments, if any, shall be reduced first, followedmade by a reductionreducing the Payments in the fringe benefits. The determination of any reductionreverse order in which the payments and benefits toPayments would be paid or provided (beginning with such payment or benefit that would be made pursuantlast in time and continuing, to [Section 5] shallthe extent necessary, through to such payment or benefit that would be based upon the opinion of independent tax counsel selected by the Employer and paid by the Employer. Such counsel shall promptly prepare the foregoing opinion, butmade first in no event later than thirty (30) days from the Date of Termination, and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained in this [Section 5] shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this [Section 5], or a reduction in the payments and benefits specified in [Section 5] below zero.time).

Adjustments of Payments and Benefits. Notwithstanding any provision of this Agreement to the payments and benefits pursuantcontrary, if any payment or benefit to [Section 5] hereof, either alonebe paid or together withprovided hereunder or under any other payments and benefits whichplan or agreement would be an “Excess Parachute Payment,” within the Executive has the right to receive from the Employer, would constitute a “parachute payment” undermeaning of Section 280G of the Code, thenor any successor provision thereto, but for the payments and benefits payable by the Employer pursuant to [Section 5] hereof shall be reduced by the minimum amount necessary to result in no portionapplication of the payments and benefits payable by the Employer under [Section 5] being non-deductible to the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If the payments and benefits under [Section 5] are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction inthis sentence, then the payments and benefits to be made pursuant to [Section 5]paid or provided hereunder shall be based uponreduced to the opinion of independent tax counsel selected by the Employer and paid by the Employer. Such counsel shall promptly prepare the foregoing opinion, butminimum extent necessary (but in no event laterto less than thirty (30) days fromzero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the Date of Termination,foregoing reduction shall be made only if and may useto the extent that such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained in this [Section 5] shallreduction would result in aan increase in the aggregate payments and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The determination of whether any reduction of anyin such payments or benefits to whichbe provided hereunder is required pursuant to the Executivepreceding sentence shall be made at the expense of the Corporation, if requested by Employee or the Corporation, by the Corporation’s independent accountants or a nationally recognized law firm chosen by the Corporation. The fact that Employee’s right to payments or benefits may be entitled upon terminationreduced by reason of employmentthe limitations contained in this Section shall not of itself limit or otherwise affect any other rights of Employee under this Agreement. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Section, then the reduction shall occur in the following order: # reduction of the lump sum severance amount set forth in [Section 4.1(a)]; and # reduction, on a pro-rata basis, of any “Excess Parachute Payments” under any circumstances other than as specified in this [Section 5],plan or a reduction in the payments and benefits specified in [Section 5] below zero.arrangement.