Gross-Up Payments If the Accounting Firm determines that any Payment gives rise, directly or indirectly, to liability on the part of Employee for excise tax under [Section 4999] (and/or any penalties and/or interest with respect to any such excise tax), ​ will make additional cash payments (each, a “Gross-Up Payment”) to Employee, from time to time in such amounts as are necessary to put Employee in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under [Section 4999] or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as Employee would have been in after payment of all federal, state, and local income taxes if the Payments had not given rise to an excise tax under [Section 4999] and no such penalties or interest had been imposed. ​’s obligation to make Gross-Up Payments under this Section A is not contingent on termination of Employee’s employment with ​. ​ will make each Gross-Up Payment to Employee within 30 days of the time that the related Payment constituting an excess parachute payment is paid or provided to Employee.

Further Gross-Up Payments as Determined by the IRS If the Internal Revenue Service determines that any Payment gives rise, directly or indirectly, to liability on the part of Employee for excise tax under [Section 4999] (and/or any penalties and/or interest with respect to any such excise tax) in excess of the amount, if any, previously determined by the Accounting Firm, ​ will make further Goss-Up Payments to Employee in cash and in such amounts as are necessary to put Employee in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under [Section 4999] or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as Employee would have been in after payment of all federal, state, and local income taxes if the Payments had not given rise to an excise tax under [Section 4999] and no such penalties or interest had been imposed. ​ will make any additional Gross-Up Payments required by this [Section A.3] not later than the due date of any payment indicated by the Internal Revenue Service with respect to the underlying matters to which the additional Gross-Up Payment relates.

[Section 409A] Gross-Up If, notwithstanding the efforts of the parties to comply with Section 409A, Employee is subject to any excise tax under Section 409A, ​ will make additional payments (“[[Unknown Identifier]] Gross-Up Payments”) to Employee so that after taking into account any such additional tax and any related interest and/or penalties and the [[Unknown Identifier]] Gross-Up Payments, Employee will be in the same position as if no excise tax under Section 409A and no related interest or penalties had been imposed upon ​ pursuant to Section 409A. The Accounting Firm will have the same general duties with respect to the determination of the amount of any [Section 409A] Gross-Up Payments as it has with respect to the determination of Gross-Up Payments with respect to [Section 4999] under Section A above and the parties will follow procedures in connection with the determination and payment of any [Section 409A] Gross-Up Payments that are similar to those specified in Section A above in connection with the determination and payment of any Gross-Up Payments with respect to [Section 4999].