Reduction of Payments. If the Advisor determines that any Payment would be nondeductible by the Company because of Section 280G of the Code, then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in such Participant’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of such Participant’s election within 10 days of receipt of notice. If no such election is made by the Participant within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (if after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this [Section 17], present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Advisor under this [Section 17] shall be binding upon the Company and the Participant and shall be made within 60 days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or for the benefit of the Participant in the future such amounts as become due to him or her under the Plan.

If the AdvisorAccounting Firm determines that any Payment wouldthe Payments should be nondeductible byreduced to the Company because of Section 280G of the Code, thenReduced Amount, the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount,thereof, and the Participant may then elect, in such Participant’shis sole discretion, subject to Section 409A of the Code, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present valuePresent Value of the aggregate Payments equals the Reduced Amount), and shall advise the Company in writing of such Participant’shis election within 10 days of his receipt of notice. If no such election is made by the Participant within such 10-day period, then the Company may elect which and how much of thesuch Payments shall be eliminated or reduced (if(as long as after such election the aggregate present valuePresent Value of the aggregate Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this [Section 17], present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the AdvisorAccounting Firm under this [Section 17]Section shall be binding upon the Company and the Participant and shall be made within 60 days of a termination of employment of the date when a Payment becomes payable or transferable.Participant. As promptly as practicable following such determination and the elections hereunder,determination, the Company shall pay or transfer to or distribute for the benefit of the Participant such amountsPlan Payments as are then due to him or herthe Participant under thethis Plan and shall promptly pay or transfer to or distribute for the benefit of the Participant in the future such amountsPlan Payments as become due to him or herthe Participant under thethis Plan.