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.

IfAnything 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 one dollar ($1.00) 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).

IfAdjustments 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 paid or provided hereunder shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an 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 54999 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 in such payments or benefits to be provided hereunder is required pursuant to the preceding sentence shall be based uponmade at the opinionexpense of independent tax counsel selectedthe Corporation, if requested by Employee or the Corporation, by the Employer and paidCorporation’s independent accountants or a nationally recognized law firm chosen by the Employer. Such counsel shall promptly prepareCorporation. The fact that Employee’s right to payments or benefits may be reduced by reason of 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. Nothinglimitations contained in this Section 5 shall resultnot 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 athe 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 payments or benefits to which the Executive may be entitled upon termination of employment“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.