Exhibit 10.1


 


AT
HOME GROUP INC. 2016 Equity Incentive Plan

FORM OF PERFORMANCE SHARE UNIT - Notice of Grant


 


At
Home Group Inc. (the “Company”), a Delaware corporation, hereby grants to the Grantee set forth below (the “Grantee”)
Performance Share Units (the “Performance Share Units”), pursuant to the terms and conditions of this Notice of Grant
(the “Notice”), the Performance Share Unit Award Agreement (reference number 20[__]-[__]1) attached
hereto as Exhibit A (the “Award Agreement”), and the Amended and Restated At Home Group Inc. 2016 Equity Incentive
Plan (as amended from time to time, the “Plan”). Capitalized terms used but not defined herein shall have the meaning
attributed to such terms in the Award Agreement or, if not defined therein, in the Plan, unless the context requires otherwise. Each
Performance Share Unit represents the right to receive one (1) Share at the time and in the manner set forth in Section 4 of the Award
Agreement.


 


Date of Grant:[●]


 


Name of Grantee:[●]


 


Target Number of 


Performance Share Units:[●]


 


Maximum Number of 


Performance Share Units:[●]


 


Vesting:
The Performance Share Units shall vest pursuant to the terms and conditions set forth in Section 3 of the Award Agreement.


 


The Performance Share Units shall be subject to
the execution and return of this Notice by the Grantee to the Company within 30 days of the date hereof (including by utilizing an electronic
signature and/or web-based approval and notice process or any other process as may be authorized by the Company). By executing this Notice,
the Grantee acknowledges that his or her agreement to the covenants set forth in Section 6 of the Award Agreement is a material inducement
to the Company in granting this Award to the Grantee.


 


This Notice may be executed by facsimile or electronic
means (including, without limitation, PDF) and in one or more counterparts, each of which shall be considered an original instrument,
but all of which together shall constitute one and the same agreement, and shall become binding when one or more counterparts have been
signed by each of the parties hereto and delivered to the other party hereto.


 


[Signature Page Follows]


 





 



 


1 To be updated
as necessary to be consistent with the referenced award agreement to which the notice relates.


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Notice of Grant as of the Date of Grant set forth above.


 


 


	 	AT HOME GROUP INC.
	 	 	 
	 	By:	 
	 	Name:	[●]
	 	Title:	[●]




 


	 	GRANTEE
	 	 	 
	 	By:	 
	 	Name:	[●]




 


[Signature Page to Notice of Performance Share Unit Grant for At Home Group Inc. 2016 Equity Incentive Plan]


 






     


     


    

 


Exhibit
A



AT HOME GROUP INC.

2016 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE UNIT

Award Agreement



Reference Number: 20[__][__]2


 


THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the
“Award Agreement”) is entered into by and among At Home Group Inc. (the “Company”), a Delaware corporation,
and the individual set forth on the signature page to that certain Notice of Grant (the “Notice”) to which this Award
Agreement is attached. The terms and conditions of the Performance Share Units granted hereby, to the extent not controlled by the terms
and conditions contained in the Plan, shall be as set forth in the Notice and this Award Agreement. Capitalized terms used but not defined
herein shall have the meaning attributed to such terms in the Notice or, if not defined therein, in the Plan, unless the context requires
otherwise. References herein to the Award Agreement shall also be deemed to refer to the Notice as the context requires or is otherwise
appropriate.


 


1.                 
No Right to Continued Employee Status or Consultant Service 


 


Nothing contained in this Award Agreement shall
confer upon the Grantee the right to the continuation of his or her Employee status, or, in the case of a Consultant or Director, to the
continuation of his or her service arrangement, or in either case to interfere with the right of the Company or any of its Subsidiaries
or other Affiliates to Terminate the Grantee.


 


2.                 
Term of Performance Share Units 


 


This Award Agreement shall remain in effect until
the Performance Share Units have fully vested and been settled or been forfeited by the Grantee as provided in this Award Agreement.


 


3.                 
Vesting of Performance Share Units.


 


(a)              
Subject to the remainder of this Section 3, Performance Share Units (up to the Maximum Number of Performance Share Units) shall
vest if and to the extent the performance goals set forth in Exhibit A attached hereto (the “Performance Goals”)
are achieved as of the determination date set forth in Exhibit A (the “Performance Determination Date”), subject
to the Grantee’s not having Terminated prior to the Performance Determination Date.


 





 



 


2 To be updated as
appropriate.


 






    1


     


    

 


If the Grantee Terminates for any reason, the
portion of the Performance Share Units that has not vested as of such date shall terminate upon such Termination and be deemed to have
been forfeited by the Grantee without consideration. [Notwithstanding the foregoing, if the Grantee’s Termination is due to Qualifying
Retirement, then the Performance Share Units shall not terminate as a result of such Qualifying Retirement and shall remain eligible
to vest in accordance with this Section 3(a) as if the Grantee had not experienced a Termination; provided that the number of
Performance Share Units (if any) that vest in accordance with this Section 3(a) following such Qualifying Retirement shall equal the
product of (i) the number of Performance Share Units that would have vested in accordance with this Section 3(a) but for the Qualifying
Retirement multiplied by (ii) the Retirement Factor.]3


 


(b)              
Notwithstanding anything to the contrary in Section 3(a), (i) if a Change in Control is consummated prior to the Grantee’s
Termination, achievement of the Performance Goals shall be determined by the Board in its good faith discretion as of the date on which
such Change in Control is consummated and the portion of the Performance Share Units that would have vested pursuant to Exhibit A
based on such level of achievement or, if greater, the Target Number of Performance Share Units (such greater amount, the “CIC
Performance Share Units”) shall remain issued, outstanding, and eligible to vest and shall fully vest (100%) upon the Performance
Determination Date, subject to the Grantee’s not having Terminated prior to the Performance Determination Date; provided,
that, (x) the CIC Performance Share Units, to the extent then issued and outstanding, shall become fully (100%) vested upon the
Grantee’s Termination by the Company without Cause or by the Grantee’s resignation for Good Reason, in either case, on or
within one year following the consummation of a Change in Control, [and (y) upon a Qualifying Retirement (other than for Good Reason),
a pro rata portion of the CIC Performance Share Units based on the Retirement Factor shall vest and the remaining portion of the CIC
Performance Share Units shall automatically be forfeited without consideration, and (ii) if a Change in Control is consummated following
a Qualifying Retirement, a prorated portion of the CIC Performance Share Units will vest upon such Change in Control based on the Retirement
Factor.]4 For the avoidance of doubt, any
portion of the Performance Share Units other than the CIC Performance Share Units (if any) (or pro rata portion thereof, as applicable)
shall be deemed to have been forfeited by the Grantee without consideration effective as of the date on which the Change in Control is
consummated.


 


(c)              
Definitions. For purposes of this Award Agreement, the following terms shall have the below meanings:


 


(i)                
“Good Reason” shall mean (a) if the Grantee is party to an employment or a severance agreement with the Company
or one of the Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason”
in such employment or severance agreement, or (b) if the Grantee is not party to an employment or severance agreement with the Company
or one of the Subsidiaries in which “Good Reason” is defined, (i) a material reduction in the Grantee’s annual base
salary or compensation (including target annual bonus opportunity), or (ii) any material and adverse change in the Grantee’s position,
title or status or any change in the Grantee’s job duties, authority or responsibilities to those of lesser status. A termination
of employment by the Grantee for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth
the conduct of the Company that constitutes Good Reason, within thirty (30) days of the first date on which the Grantee has knowledge
of such conduct. The Grantee shall further provide the Company at least thirty (30) days following the date on which such notice is provided
to cure such conduct. Failing such cure, a termination of employment by the Grantee for Good Reason shall be effective on the day following
the expiration of such cure period.


 





 



 


3 Not
applicable to Awards to Chief Executive Officer.


4 Not applicable
to Awards to Chief Executive Officer.


 






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(ii)             
[“Qualifying Retirement” means a Retirement that occurs at least six months following the Date of Grant and
within twelve (12) months prior to the Performance Determination Date.


 


(iii)           
“Retirement” means the Grantee’s Termination by voluntary resignation for any reason after attaining a
combination of fifty-five (55) years of age with at least ten (10) years of service; provided, that a Termination shall
not constitute a Retirement if grounds for Cause existed at the time of such Termination.


 


(iv)            
“Retirement Factor” means a fraction, the numerator of which is the number of calendar days in the Performance
Cycle set forth in Exhibit A prior to a Qualifying Retirement and the denominator of which is the number of calendar days in the
Performance Cycle.]5


 


4.                 
Settlement


 


Vested
Performance Share Units will be settled within thirty (30) days following the Performance Determination Date, through the Company’s
delivery to the Grantee of one (1) Share in settlement of each vested Performance Share Unit; provided, however, that vested
Performance Share Units will be settled within thirty (30) days following a Termination without Cause, resignation for Good Reason[,
or Qualifying Retirement]6, in each case, that occurs within one year following a Change in Control.


 


5.                 
Termination of Service 


 


If the Grantee incurs a Termination for any reason,
whether voluntarily or involuntarily, then the portion of the Performance Share Units that have not previously vested (after taking into
account any vesting in connection with such Termination pursuant to Section 3) shall terminate as of the date of the Grantee’s Termination.
If the Grantee incurs a Termination for Cause, then the Performance Share Units (whether or not vested) shall be forfeited and terminate
immediately without consideration upon the effective date of such Termination for Cause.


 


6.                 
Prohibited Activities 


 


(a)              
No Sale or Transfer. Unless otherwise required by law, the Performance Share Units shall not be (i) sold, transferred or
otherwise disposed of, (ii) pledged or otherwise hypothecated or (iii) subject to attachment, execution or levy of any kind, other than
by will or by the laws of descent or distribution; provided, however, that any transferred Performance Share Units will
be subject to all of the same terms and conditions as provided in the Plan and this Award Agreement and the Grantee’s estate or
beneficiary appointed in accordance with the Plan will remain liable for any withholding tax that may be imposed by any federal, state
or local tax authority.


 





 



 


5 Not applicable
to Awards to Chief Executive Officer.


6 Not applicable
to Awards to Chief Executive Officer.


 






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(b)              
Right to Terminate Performance Share Units and Recovery. The Grantee understands and agrees that the Company has granted
the Performance Share Units to the Grantee to reward the Grantee for the Grantee’s future efforts and loyalty to the Company and
its


 


Affiliates by giving the Grantee the opportunity
to participate in the potential future appreciation of the Company. Accordingly, if (a) the Grantee materially violates the Grantee’s
obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Restrictive Agreement to which
the Grantee is a party, or (b) the Grantee materially breaches or violates the Grantee’s obligations relating to non-disparagement
under any Restrictive Agreement to which the Grantee is a party, or (c) the Grantee engages in any activity prohibited by Section 6 of
this Award Agreement, or (d) the Grantee materially breaches or violates any non-solicitation obligations under any Restrictive Agreement
to which the Grantee is a party, or (e) the Grantee breaches or violates any non-competition obligations under any Restrictive Agreement
to which the Grantee is a party, or (f) the Grantee is convicted of a felony against the Company or any of its Affiliates, then, in addition
to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice,
to terminate the Performance Share Units (including the vested portion of the Performance Share Units) without consideration, which shall
be of no further force and effect. “Restrictive Agreement” shall mean any agreement between the Company or any Subsidiary
and the Grantee that contains non-competition, non-solicitation, non-hire, non-disparagement, or confidentiality restrictions applicable
to the Grantee.


 


(c)              
Other Remedies. The Grantee specifically acknowledges and agrees that its remedies under this Section 6 shall not prevent
the Company or any Subsidiary from seeking injunctive or other equitable relief in connection with the Grantee’s breach of any Restrictive
Agreement. In the event that the provisions of this Section 6 should ever be deemed to exceed the limitation provided by applicable law,
then the Grantee and the Company agree that such provisions shall be reformed to set forth the maximum limitations permitted.


 


7.                 
No Rights as Stockholder 


 


The Grantee shall have no rights as a stockholder
with respect to the Shares covered by the Performance Share Units until the effective date of issuance of the Shares and the entry of
the Grantee’s name as a shareholder of record on the books of the Company following delivery of the Shares in settlement of the
Performance Share Units.


 


8.                 
Taxation Upon Settlement of the Performance Share Units; Tax Withholding; Parachute Tax Provisions


 


The Grantee understands that the Grantee will
recognize income, for Federal, state and local income tax purposes, as applicable, in respect of the vesting and/or settlement of the
Performance Share Units. The acceptance of the Shares by the Grantee shall constitute an agreement by the Grantee to report such income
in accordance with then applicable law and to cooperate with Company and its subsidiaries in establishing the amount of such income and
corresponding deduction to the Company and/or its subsidiaries for its income tax purposes.


 






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The Grantee is responsible for all tax obligations
that arise as a result of the vesting and settlement of the Performance Share Units. The Company may withhold from any amount payable
to the Grantee an amount sufficient to cover any Federal, state or local withholding taxes which may become required with respect to such
vesting and settlement or take any other action it deems necessary to satisfy any income or other tax withholding requirements as a result
of the vesting and settlement of the Performance Share Units. The Company shall have the right to require the payment of any such taxes
and require that the Grantee, or the Grantee’s beneficiary, to furnish information deemed necessary by the Company to meet any tax
reporting obligation as a condition to delivery of any Shares pursuant to settlement of the Performance Share Units. The Grantee may pay
his or her withholding tax obligation in connection with the vesting and settlement of the Performance Share Units, by making a cash payment
to the Company. In addition, the Committee, in its sole discretion, may allow the Grantee, to pay his or her withholding tax obligation
in connection with the vesting and settlement of the Performance Share Units, by (x) having withheld a portion of the Shares then issuable
to him or her upon settlement of the Performance Share Units or (z) surrendering Shares that have been held by the Grantee for at least
six (6) months (or such lesser period as may be permitted by the Committee) prior to the settlement of the Performance Share Units, in
each case having an aggregate Fair Market Value equal to the withholding taxes.


 


In connection with the grant of the Performance
Share Units, the parties wish to memorialize their agreement regarding the treatment of any potential golden parachute payments as set
forth in Exhibit B attached hereto.


 


9.                 
Securities Laws 


 


(a)              
Upon the acquisition of any Shares pursuant to the settlement of the Performance Share Units, the Grantee will make such written
representations, warranties, and agreements as the Committee may reasonably request in order to comply with securities laws or with this
Award Agreement. Grantee hereby agrees not to offer, sell or otherwise attempt to dispose of any Shares issued to the Grantee upon settlement
of the Performance Share Units in any way which would: (x) require the Company to file any registration statement with the Securities
and Exchange Commission (or any similar filing under state law or the laws of any other county) or to amend or supplement any such filing
or (y) violate or cause the Company to violate the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended,
the rules and regulations promulgated thereunder, or any other Federal, state or local law, or the laws of any other country. The Company
reserves the right to place restrictions on any Shares the Grantee may receive as a result of the settlement of the Performance Share
Units.


 


(b)              
Notwithstanding anything to the contrary herein, in the event that (i) the Grantee is subject to the Company’s insider trading
policy, including any policy permitting officers and directors to sell Shares only during certain “window” periods, in effect
from time to time (collectively, the “Policy”) or the Grantee is otherwise prohibited from selling Shares in the public
market and any Shares underlying the Grantee’s Performance Share Units are scheduled to be delivered on a settlement date (the “Original
Settlement Date”) that (A) does not occur during an open “window period” applicable to the Grantee or on a day on
which the Grantee is permitted to sell Shares underlying any portion of the Performance Share Units that has vested pursuant to a written
plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, as
applicable, or (B) does not occur on a date when the Grantee is otherwise permitted to sell Shares on the open market, and (ii) the Company
elects not to satisfy the Grantee’s tax withholding obligations by withholding Shares from the Grantee’s distribution, then
such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered, as applicable, on (x) the first
business day of the next occurring open “window period” applicable to the Grantee pursuant to the Policy, or (y) the next
business day on which the Grantee is not otherwise prohibited from selling Shares in the open market, but in no event later than March
15th of year following the year in which the Performance Share Units vest.


 






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10.             
Modification, Amendment, and Termination of Performance Share Units 


 


This Award Agreement may not be modified, amended,
terminated and no provision hereof may be waived in whole or in part except by a written agreement signed by the Company and the Grantee
and no modification shall, without the consent of the Grantee, alter to the Grantee’s material detriment or materially impair any
rights of the Grantee under this Award Agreement except to the extent permitted under the Plan.


 


11.             
Notices 


 


Unless otherwise provided herein, any notices
or other communication given or made pursuant to the Notice, this Award Agreement or the Plan shall be in writing and shall be deemed
to have been duly given (i) as of the date delivered, if personally delivered (including receipted courier service) or overnight delivery
service, with confirmation of receipt; (ii) on the date the delivering party receives confirmation, if delivered by facsimile to the number
indicated or by email to the address indicated or through an electronic administrative system designated by the Company; (iii) one (1)
business day after being sent by reputable commercial overnight delivery service courier, with confirmation of receipt; or (iv) three
(3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended
recipient as set forth below:


 


(a)              
If to the Company at the address below:


 


At Home Group Inc.


1600 East Plano Parkway


Plano, Texas 75074


Attn: General Counsel


Phone: (972) 265-6227


 


(b)              
If to the Grantee, at the most recent address, facsimile number or email contained in the Company’s records.


 






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12.             
Award Agreement Subject to Plan and Applicable Law 


 


This Award Agreement is made pursuant to the Plan
and shall be interpreted to comply therewith. A copy of the Plan is attached hereto. Any provision of this Award Agreement inconsistent
with the Plan shall be considered void and replaced with the applicable provision of the Plan. The Plan shall control in the event there
shall be any conflict between the Plan, the Notice, and this Award Agreement, and it shall control as to any matters not contained in
this Award Agreement. The Committee shall have authority to make constructions of this Award Agreement, and to correct any defect or supply
any omission or reconcile any inconsistency in this Award Agreement, and to prescribe rules and regulations relating to the administration
of this Award and other Awards granted under the Plan.


 


This Award Agreement shall be governed by the
laws of the State of Delaware, without regard to the conflicts of law principles thereof, and subject to the exclusive jurisdiction of
the courts therein. The Grantee hereby consents to personal jurisdiction in any action brought in any court, federal or state, within
the State of Delaware having subject matter jurisdiction in the matter.


 


13.             
Section 409A


 


The Performance Share Units are intended to comply
with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, to the maximum extent
permitted, this Award Agreement shall be interpreted to be in compliance therewith. Nothing contained herein shall constitute any representation
or warranty by the Company regarding compliance with Section 409A of the Code. The Company shall have no obligation to take any action
to prevent the assessment of any additional income tax, interest or penalties under Section 409A of the Code on any Person and the Company,
its Subsidiaries and Affiliates, and each of their respective employees and representatives, shall have no liability to the Grantee with
respect thereto. Notwithstanding anything in this Award Agreement to the contrary, if the Grantee is a “specified employee”
for purposes of Section 409A of the Code at the time of his or her Termination, any Performance Share Units settleable upon or in connection
with the Grantee’s Termination shall be delayed and will be made on the day after the first to occur of (a) the day which is six
(6) months following the date of such Termination, and (b) the date of the Grantee’s death. For purposes of the settlement of any
amounts deemed to be “nonqualified deferred compensation” under Section 409A of the Code upon a Termination, the terms “Terminate”,
“Terminated”, and “Termination” shall mean a Termination of the Grantee that constitutes a “separation from
service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, the right to a series of installment
payments under this Award Agreement shall be treated as a right to a series of separate payments.


 


14.             
Headings and Capitalized Terms 


 


Unless otherwise provided herein, capitalized
terms used herein that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan. Headings are for
convenience only and are not deemed to be part of this Award Agreement. Unless otherwise indicated, any reference to a Section herein
is a reference to a Section of this Award Agreement.


 






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15.             
Severability and Reformation 


 


If any provision of this Award Agreement shall
be determined by a court of law of competent jurisdiction to be unenforceable for any reason, such unenforceability shall not affect the
enforceability of any of the remaining provisions hereof; and this Award Agreement, to the fullest extent lawful, shall be reformed and
construed as if such unenforceable provision, or part thereof, had never been contained herein, and such provision or part thereof shall
be reformed or construed so that it would be enforceable to the maximum extent legally possible.


 


16.             
Binding Effect 


 


This Award Agreement shall be binding upon the
parties hereto, together with their personal executors, administrator, successors, personal representatives, heirs and permitted assigns.


 


17.             
Entire Agreement 


 


This Award Agreement, together with the Plan,
supersedes all prior written and oral agreements and understandings among the parties as to its subject matter and constitutes the entire
agreement of the parties with respect to the subject matter hereof. If there is any conflict between the Notice, this Award Agreement
and the Plan, then the applicable terms of the Plan shall govern.


 


18.             
Waiver 


 


Waiver by any party of any breach of this Award
Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right whether or not of
the same or a similar nature. The failure of any party to take action by reason of such breach or to exercise any such right shall not
deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.


 






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Exhibit
A



PERFORMANCE GOALS AND PERFORMANCE CYCLE


 






    A-1


     


    

 


Exhibit
B



PARACHUTE TAX PROVISIONS


 


This Exhibit B sets forth the terms and
provisions applicable to the Grantee pursuant to the provisions of Section 8 of the Award Agreement. This Exhibit B shall be subject
in all respects to the terms and conditions of the Award Agreement.


 


(a)              
To the extent that the Grantee, would otherwise be eligible to receive a payment or benefit pursuant to the terms of this Award
Agreement, any employment or other agreement with the Company or any Subsidiary or otherwise in connection with, or arising out of, the
Grantee’s employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of
its assets (any such payment or benefit, a “Parachute Payment”), that a nationally recognized United States public
accounting firm selected by the Company (the “Accountants”) determines, but for this sentence would be subject to excise
tax imposed by Section 4999 of the Code (the “Excise Tax”), subject to clause (c) below, then the Company shall pay
to the Grantee whichever of the following two alternative forms of payment would result in the Grantee’s receipt, on an after-tax
basis, of the greater amount of the Parachute Payment notwithstanding that all or some portion of the Parachute Payment may be subject
to the Excise Tax: (1) payment in full of the entire amount of the Parachute Payment (a “Full Payment”), or (2) payment
of only a part of the Parachute Payment so that the Grantee receives the largest payment possible without the imposition of the Excise
Tax (a “Reduced Payment”).


 


(b)              
If a reduction in the Parachute Payment is necessary pursuant to clause (a), then the reduction shall occur in the following order:
(1) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the
underlying equity; (2) reduction of cash payments (with such reduction being applied to the payments in the reverse order in which they
would otherwise be made, that is, later payments shall be reduced before earlier payments); and (3) cancellation of acceleration of vesting
of equity awards not covered under (1) above; provided, however, that in the event that acceleration of vesting of equity
awards is to be cancelled, acceleration of vesting of full value awards shall be cancelled before acceleration of options and stock appreciation
rights and within each class such acceleration of vesting shall be cancelled in the reverse order of the date of grant of such equity
awards, that is, later equity awards shall be canceled before earlier equity awards; and provided, further, that to the
extent permitted by Code Section 409A and Sections 280G and 4999 of the Code, if a different reduction procedure would be permitted without
violating Code Section 409A or losing the benefit of the reduction under Sections 280G and 4999 of the Code, the Grantee may designate
a different order of reduction.


 


(c)              
For purposes of determining whether any of the Parachute Payments (collectively the “Total Payments”) will be
subject to the Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be treated as “parachute payments”
within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount”
(as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that,
in the opinion of the Accountants, such Total Payments (in whole or in part): (1) do not constitute “parachute payments,”
including giving effect to the recalculation of stock options in accordance with Treasury Regulation Section 1.280G-1, Q&A 33, (2)
represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the
“base amount” or (3) are otherwise not subject to the Excise Tax, and (ii) the value of any non-cash benefits or any deferred
payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.


 






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(d)              
All determinations hereunder shall be made by the Accountants, which determinations shall be final and binding upon the Company
and the Grantee.


 


(e)              
The federal tax returns filed by the Grantee (and any filing made by a consolidated tax group which includes the Company) shall
be prepared and filed on a basis consistent with the determination of the Accountants with respect to the Excise Tax payable by the Grantee.
The Grantee shall make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true
and correct copies (with any amendments) of his or her federal income tax return as filed with the Internal Revenue Service, and such
other documents reasonably requested by the Company, evidencing such payment (provided that the Grantee may delete information
unrelated to the Parachute Payment or Excise Tax and provided, further that the Company at all times shall treat such returns
as confidential and use such return only for purpose contemplated by this paragraph).


 


(f)               
In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the
Grantee shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially
materially adversely affect the Grantee but the Grantee shall control any other issues. In the event that the issues are interrelated,
the Grantee and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue. In the event of any conference
with any taxing authority as to the Excise Tax or associated income taxes, the Grantee shall permit the representative of the Company
to accompany the Grantee, and the Grantee and his representative shall cooperate with the Company and its representative.


 


(g)              
The Company shall be responsible for all charges of the Accountants.


 


(h)              
The Company and the Grantee shall promptly deliver to each other copies of any written communications, and summaries of any verbal
communications, with any taxing authority regarding the Excise Tax covered by this Exhibit B.


 


(i)                
Nothing in this Exhibit B is intended to violate the Sarbanes-Oxley Act of 2002 and to the extent that any advance or repayment
obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to the Grantee and
the repayment obligation null and void.


 






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(j)                
Notwithstanding the foregoing, any payment or reimbursement made pursuant to this Exhibit B shall be paid to the Grantee
promptly and in no event later than the end of the calendar year next following the calendar year in which the related tax is paid by
the Grantee or where no taxes are required to be remitted, the end of the Grantee’s calendar year following the Grantee’s
calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation.


 


(k)              
The provisions of this Exhibit B shall survive the termination of the Grantee’s employment with the Company for any
reason and the termination of the Award Agreement.


 






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