Notwithstanding anything to the contrary in any Employee Plan, if any compensatory payment or benefit (including payments and benefits received pursuant to this Agreement) you receive (or retain) in connection with the Merger, and the transactions contemplated by the Merger Agreement, from the Company or otherwise (each, a “Payment”), other than an Excluded Payment (as defined in the Company Disclosure Letter to the Merger Agreement), would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall pay, and you shall be entitled to receive from the Company, an additional payment or payments in an amount equal to such Excise Tax (the “Excise Tax Payment(s)”) plus the amount necessary to put you in the same after-tax position (taking into account (a) any income or employment taxes, (b) any interest or penalties imposed with respect to such taxes other than any interest or penalties (other than any underlying excise taxes owed under Section 4999 of the Code) from which you are held harmless as contemplated by Sections 2 and 3, and (c) any additional Excise Tax imposed by Section 4999 of the Code) as if you had not received the Excise Tax Payment(s) (the “Make Whole Payment(s)” and collectively with the Excise Tax Payment(s), the “Gross-Up Payment(s)”). Notwithstanding anything to the contrary herein, (A) you shall not be entitled to a Gross-Up Payment if the aggregate amount of your Payments do not exceed 105% of the amount which is three times your “base amount” (within the meaning of Section 280G of the Code) and (B) the maximum aggregate value of the Gross-Up Payment(s) (other than Contest Indemnification Payments (as defined below) and any interest or penalties (other than any underlying excise taxes owed under Section 4999 of the Code) from which you are held harmless as contemplated by Sections 2 and 3) that may be paid to you or to a taxing authority on your behalf shall not exceed an aggregate amount of $[____] (the “Maximum Payment Amount”) and, if the aggregate amount of such Gross-Up Payment(s) paid or payable to you exceeds the Maximum Payment Amount, then such Gross-Up Payment(s) shall be reduced such that the aggregate amount of such Gross-Up Payment(s) payable to you equals the Maximum Payment Amount. The Company’s obligation to make any Gross-Up Payment(s) or Contest Indemnification Payment(s) under this Agreement shall not be conditioned upon your continued employment or termination of employment or the reduction of any amount of payments or benefits otherwise due or payable to you in connection with the transactions contemplated by the Merger Agreement.

All determinations required to be made under this Agreement, including whether and when a Gross-Up Payment is required, the amount of any such Gross-Up Payment, the allocation of the value of any mitigation actions and the assumptions to be utilized in arriving at such determination, shall be made by a public accounting firm or other consultant selected by, and acting at the direction of, the Company (the “Accounting Firm”). For purposes of this Agreement, “Accounting Firm” means Golden Parachute Tax Solutions LLC, provided, that, if Golden Parachute Tax Solutions LLC withdraws, or is terminated, from its provision of services to the Company with respect to this Agreement, then Accounting Firm shall mean an independent nationally recognized accounting firm or other consultant selected by the Company. For purposes of determining the amount of the Gross-Up Payment(s), you shall be deemed to have: (x) paid federal income taxes at the highest marginal rate of federal income and employment taxation applicable to you for the calendar year in which the Gross-Up Payment(s) (or a portion thereof) is to be made, and (y) paid applicable state and local income taxes at the highest rate of taxation applicable to you for the calendar year in which the Gross-Up Payment(s) (or a portion thereof) is to be made (based on the state in which you reside at the relevant time), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The Accounting Firm may make such other reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code to the Payments. The Company shall request that the Accounting Firm provide detailed supporting calculations to both Parent and you within fifteen (15) business days of a Payment or such earlier time as is reasonably requested by Parent. All fees and expenses of the Accounting Firm shall be borne solely by Parent or the Company. Parent shall have a reasonable opportunity to review and comment on any draft determination by the Accounting Firm. Following final determination by the Accounting Firm, any such determination shall be binding upon Parent, the Company and you (unless such determination is later determined to be an Incorrect Determination (as defined below)).

You shall notify Parent in writing of any claim by any taxing authority that, if successful, would require the payment by the Company of any Gross-Up Payment(s). Such notification shall be given as soon as practicable, but no later than ten (10) business days after you are informed in writing of such

If, after the receipt by you of any Gross-Up Payment(s) or payment by the Company of an amount on your behalf pursuant to this Agreement, you become entitled to receive any refund with respect to the Excise Tax or the Gross-Up Payment(s), as determined by you and/or your personal accountants, in good faith, following good faith consultation with Parent or the Company, you shall promptly pay to the Company the amount of such refund following receipt thereof (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on your behalf, a determination is made that you shall not be entitled to any refund with respect to such claim and Parent or the Company does not notify you in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of the Gross-Up Payment(s) required to be paid and shall count towards the Maximum Payment Amount.

It is intended that the Gross-Up Payment(s) and Contest Indemnification Payment(s) satisfy an exemption from, or comply with, Section 409A of the Code and the Treasury Regulations promulgated thereunder. To the maximum extent possible, this Agreement shall be construed accordingly. The amount of Gross-Up Payment(s) or Contest Indemnification Payment(s) provided during any year will not affect the amount of Gross-Up Payment(s) or Contest Indemnification Payment(s) you may receive in any other year. The right to receive any Gross-Up Payment(s) or Contest Indemnification Payment(s) is not subject to liquidation or exchange for another benefit.

Any Gross-Up Payment(s), as determined pursuant to this Agreement, shall be paid by the Company to you (subject to all required applicable withholdings) no later than the date that the corresponding withholding of the Excise Tax or other amount is required to be remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 3 that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Agreement, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of you, all or any portion of any Gross-Up Payment(s), and you hereby consent to such withholding and such amounts withheld shall count towards the Maximum Payment Amount. Subject to you providing reasonable evidence substantiating the applicable costs and expenses no later than thirty-one (31) days prior to the last day of the year following the year in

This Agreement is intended to bind and inure to the benefit of and be enforceable by you, the Company, and the Surviving Corporation and any other person or entity who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company, and their respective successors, assigns, heirs, executors and administrators, without regard to whether or not such person or entity actively assumes any rights or duties hereunder; provided, however, that (i) you may not assign any duties hereunder and may not assign any rights hereunder (other than by will or the laws of descent and distribution) without the written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the Company may not assign any duties or rights hereunder (other than to an Affiliate, in which case the Company, as applicable, shall remain liable hereunder) without your written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If you shall die while any amounts would be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing to you to receive such amounts or, if no person is so appointed, to your estate. This Agreement sets forth the entire agreement between you and the Company with respect to Sections 280G and 4999 of the Code and any Gross-Up Payment(s) or Contest Indemnification Payment(s) to be provided to you or on your behalf relating to such Sections 280G and 4999, and supersedes all prior and contemporaneous communications, agreements, and understandings, written or oral, with respect thereto (which, for the avoidance of doubt, is inclusive of Section 10 of your Management Continuity and Severance Agreement with the Company). This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by you and the Company. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. The parties agree that this Agreement may be executed and delivered by electronic signatures and that the signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. This Agreement shall be governed and construed in accordance with the laws of the State of [____], without regard to any conflict of laws principles that would result in the application of the laws of any jurisdiction.

All notices, requests, claims, demands and other communications hereunder must be in writing and must be given (and will be deemed to have been duly given): (a) when delivered, if delivered in Person, (b) when sent, if sent by email, (c) three (3) Business Days after sending, if sent by registered or certified mail (postage prepaid, return receipt requested) and (d) one (1) Business Day after sending, if sent by overnight courier, in each case, to the respective parties at the following addresses (or at such other address for a party as has been specified by like notice):

if to Parent or the Company:

avenue de la Grande-Armée

Paris – France

[****]

[****]

an additional copy (which will not constitute notice) to:

Gotshal & Manges LLP

5th Avenue

York, NY 10153

Michael J. Aiello; Sachin Kohli

michael.aiello@weil.com; sachin.kohli@weil.com

if to you:

By:

Name:

Title:

Date:

Accepted and Agreed:

[Name]:

Title:

Email Address: