Gross-Up Payment. If any payment or benefit received or to be received by a Participant from the Company pursuant to the terms of the Plan to which this [Exhibit A] is attached (the “Plan”) or otherwise (the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code (the “Code”) as determined in accordance with this [Exhibit A], the Company shall pay the Participant, at the time(s) specified below, an additional amount (the “Gross-Up Payment”) such that the net amount the Participant retains, after deduction of the Excise Tax on the Payments and any federal, state, and local income tax and the Excise Tax upon the Gross-Up Payment, and any interest, penalties, or additions to tax payable by a Participant with respect thereto, shall be equal to the total present value (using the applicable federal rate (as defined in Section 1274(d) of the Code) in such calculation) of the Payments at the time such Payments are to be made.

Excise Tax Payments. If a Participant is entitled to receive payments and benefits under the Plan and if, when combined with the payments and benefits the Participant is entitled to receive under any other plan, program or arrangement, the Participant would be subject to excise tax under Section 4999 of the Code, then the Company shall make “gross-up” payments to the Participant in the amount(s), at the time(s) and upon the terms and conditions set forth in Exhibit C annexed to the Plan and incorporated herein by reference; provided, however, that no Participant that entered the Plan after March 3, 2011 is eligible to receive any “gross-up” payments.