Document

展品10.1

T-Mobile 美國公司

補償條款表

贊成

彼得奥斯瓦迪克

本補償條款表（」學期表」) 彼得·奧斯瓦爾迪克之間（」您」) 及 T-移動美國股份有限公司（」公司」)，自二零二四年九月十二日起生效（」生效日期」），確認我們對您在本公司的職位和某些賠償機會（如下所定義）的理解和同意。使用的但未另行定義的大寫術語應具有在下面給予它們的含義附件 A 這裡。


術語			根據以下規定提前終止，在此【上市日】之前，您在公司根據此條款表給予的僱用期將自生效日期開始，並持續至2026年7月2日（該日期為“到期日” ，以及，此僱用期，為“原始期限”）。在到期日前不遲於三十（30）天，公司可以向您發出書面通知，提議根據此條款表延長您在公司的僱用期（“延長提議”），您將有三十（30）天的時間接受或拒絕該延長提議。如果您及時接受延長提議，您在公司的僱用將繼續根據此條款表延續到到期日後，據延長提議或您與公司間另行達成的條款和條件進行（該等延長期為“延長期”和原來的術語一起，稱為“期限”).

			如果公司未向您提供延長官員，和/或您未及時接受公司的延長提議，那麼，在任一情況下，您與公司的僱傭關係將於到期日期終止(稱為“非延長終止”).

財務狀況			在期間內，您將擔任該公司的臨時(致富金融)業務副總裁，直接向該公司的首席執行官（首席執行官您將擔任與您目前的職責和權限以及公司執行副總裁、致富金融(臨時代碼)的職位相符的職責和權限，並將履行CEO不時指派的與該職位相符的其他職責。您將繼續全心全意地專注於公司業務。儘管如上所述，只要不影響您對公司的義務，您可以（a）經CEO事先批准，在與公司及其聯屬公司不直接或間接競爭的牟利和非牟利實體（包括行業協會）中擔任董事或受託人，或類似職務，和（b）管理您的個人投資。您的職位將繼續設在華盛頓州貝爾維尤。


補償			在期內，您的賠償將如下：

			薪酬:

			• 您將獲得年度基本工資（」基本工資」) 不少於 975,000 元（適用於任何部份就業年度的比例評級），按照公司的標準薪酬慣例支付（但不少於每月）。

			短期獎勵（「STI」）：

			• 在本期內生效日後開始的每個日曆年，您的年度 STI 獎勵將針對該日曆年度內符合資格基本收入的不少於 200%（」目標性病”).

			• STI 獎項將繼續根據薪酬委員會或第 16 條小組委員會（統稱為」）決定的公司目標（以及個人表現）的實現基礎。委員會」) 本公司董事會（」）董事會”).

			長期獎勵（「LTI」）：

			• 在本期內生效日期之後開始的每個日曆年，您的年度 LTI 獎勵將具有年度累計授權日期目標價值（由委員會決定）不少於 (i) 您的基本薪金和 (ii) 該年度目標 STI 總額的 250%。

			• LTI 獎項將繼續以委員會決定的形式和條件頒發。每項 LTI 獎勵將受本公司 2023 年獎勵計劃的條款及細則約束（不時修訂，」計劃」) 以及本公司訂明的獎勵協議，該協議將證明授出 LTI 獎勵。

			• 儘管上述規定，在您或本公司提供任何原因終止您僱傭通知的日期開始，並於您的僱傭終止日期結束的期間內，不會向您授予任何 LTI 獎勵；提供但是，該等通知不得視為在您的僱傭終止日期前十二 (12) 個月前發出的。

解散			(a) 如果您的僱傭因非續約終止而終止，則必須符合下文 (c) 款所述的要求，以及附件 B 本公司將支付或向您提供以下付款和福利：


			(i)			公司將支付您到期日支付款，該款項將以一次性金額支付，在您的離職日期後的七十四（74）天內支付（無論出於任何原因，您的離職日期終止的日期，「終止日期」。到期日支付款將以現金、公司普通股股份（按照終止日期當天公司普通股的收盤價值），或由委員會全權決定的現金和公司普通股股份組合支付給您；

			(ii)			在從終止日期開始至終止日期後滿第十八（18）個完整日歷月或您有資格參加後續雇主集團醫療和牙科計劃保險（在任一情況下，「COBRA期間」），在您根據1986年《稅收法》第49800億條修訂案（「編碼」）及其實施條例，只要您有效選擇繼續在離職後；公司將繼續以公司的全權支付，提供給您和您的受扶養人在終止日期生效時的相同水平的集團醫療和牙科計劃保險；提供, 但是若公司執行的任何提供福利的計劃不符合或在續訂覆蓋期限屆滿前不再被豁免適用於財政部法規第409A-1(a)(5)條下之定義（如下所定），或是公司無法繼續為您或您的受扶養人提供團體醫療計劃保險，或公司無法提供該福利而違反適用法律（包括但不限於公共衛生法案第2716條），那麼在任何這種情況下，公司資助餘額的金額將按照可與其保持大致相等、並且目前應稅的方式，於COBRA期間（或剩餘部分）內以每月分期付款方式支付給您。COBRA 福利單元，可以包括上述任何一種或多種證券（總稱“單元”），根據單元協議（“單元協議”）的條款發行；

			(iii)			在終止日期之後，您將繼續有資格參加公司的員工行動服務折扣計劃，依照終止日期後隨時生效的該計劃條款。


			儘管您的任職期限與任何LTI或STI獎勵協議的條款不受影響，在根據本分段（a）終止您的僱傭後，（i）截至終止日期您持有的任何未完成的LTI獎勵將會在終止日期被取消並終止，不會給予任何補償，和（ii）您將不享有在終止日期所屬日曆年度的全額或部分STI獎勵的支付。


			(b) 如果在原始期限內且在2026年7月2日之前，您被公司無正當理由解僱（非因死亡或殘疾）或因有正當理由而辭職，則在滿足下文(c)節描述的要求之下，公司將支付或提供以下款項和福利：附件B 公司將支付或提供以下款項和福利：


			(i)			公司將向您支付到期前日期付款，該付款將在終止日期後的七十四（74）天內以一次性金額支付。到期前日期支付應以現金、公司普通股份（以終止日期公司普通股收盤價爲準）或現金和公司普通股份的組合形式支付給您，由委員會自行決定；

			(ii)			公司將爲您提供COBRA福利（如上文中的第（a)(ii)款所述）；

			(iii)			終止日期後，您將繼續有資格參加公司的僱員移動服務折扣計劃，根據終止日期後該計劃的適用條款；

			(iv)			如果終止日期在2026年7月1日之前發生，則根據2023年特別PRSU獎勵的一部分，該部分由將2023年特別PRSU獎勵實際單位數量乘以比例分數（由獎勵協議中定義）確定，將根據績效期結束時的實際績效水平，在終止日期當天加速獲得，並以公司財政季度結束之前終止日期的前一天結束的部分績效期（獎勵協議中定義）。即，如果假定績效期已至終止日期當天最後一次季度會計預提前結束至終止日期爲止。


			儘管任何您的LTI或STI獎勵協議的條款，但在根據本款(b)的規定終止您的僱傭關係時，(i)考慮到本款(b)(iv)中提到的2023年特別PRSU獎勵的加速歸屬，截至終止日期，您持有的任何未歸屬的LTI獎勵將被取消並終止，並且不會爲此支付任何補償，(ii)您將無權要求支付終止日期所在年度的所有或任何部分STI獎勵。

			(c) 作爲您獲得本節(a)和(b)中描述的任何分手金和福利的條件，(如適用，“離職福利”)，(i)您必須簽署並提交給公司由公司單獨確定的一份全面聲明豁免所有索賠的文件（“發佈”），而且該聲明必須在終止日期後六十（60）天內完全生效（包括但不限於撤銷期屆滿），(ii)您必須繼續遵守《限制性契約協議》的條款和條件（如下所定義），並且(iii)如果公司在任期內（包括到期日期）任命了新的致富金融(臨時代碼)，則您將全力配合公司，並按照公司要求協助新任致富金融(臨時代碼)過渡您的職責，以便有序過渡。

			(d) 如果您有權考慮和/或撤銷聲明的期間跨越兩個日曆年，則本節下的任何支付在第二個日曆年開始之前不會進行（並且在此之前應支付任何在此之前應支付的款項將於後者年度首個定期公司支付日期前支付，或者如果後者較晚，則將在聲明生效後的第一個定期公司支付日期支付）。

			(e) 在本期間內，儘管在公司維護的任何其他計劃、項目或安排中可能會有不同規定，但在此期間，您將不具備參與公司維護的其他任何解僱計劃或政策的資格，而在本期間之前立即或在本期間期間，您可能有資格參與；在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；但是，在本期間內，(i) 您仍然有資格參與執行連續計劃，和 (ii) 您的LTI獎勵將繼續有資格在與控制權變更相關的情況下加速歸屬（如計劃中所定義，或任何繼任計劃）（包括爲了避免疑問，在與公司無需原因或您在控制權變更相關聯的情況下基於正當理由終止您的僱傭與計劃和您的LTI獎勵協議致力於計劃）（本條款（ii）中的福利，“控權LTI獎勵加速”），受以下段落限制。


			If your employment terminates during the Term in a manner that results in your receipt of the Severance Benefits and, in connection with such termination of employment, you are also eligible to receive severance payments and benefits under the Executive Continuity Plan and the CIC LTI Award Acceleration (together, the “CIC Benefits”), then (subject to your satisfaction of any applicable conditions to the receipt thereof) the Company will provide you with either the Severance Benefits or the CIC Benefits (whichever have a greater aggregate value to you, as determined by the Company). For example, if you are eligible for CIC Benefits in connection with a termination of employment following a Change in Control under the Executive Continuity Plan, the Plan and your LTI award agreements (as applicable), and the aggregate value of such CIC Benefits is greater than the aggregate value of the Severance Benefits that you would be eligible to receive under this Term Sheet (as determined by the Company), then you would be eligible to receive the CIC Benefits instead of the Severance Benefits under this Term Sheet.

CODE SECTIONS			The payments and benefits described in this Term Sheet are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). See Attachment B, which is hereby incorporated into this Term Sheet, for additional details. In addition, you acknowledge and agree that the payments and benefits described in this Term Sheet (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment C, which is hereby incorporated into this Term Sheet.

SUCCESSORS			This Term Sheet is personal to you and, without the prior written consent of the Company, shall not be assignable by you other than by will or the laws of descent and distribution. This Term Sheet shall inure to the benefit of and be binding upon the Company and its successors and assigns.

WITHHOLDING			All compensation and other benefits payable to or on behalf of you pursuant to this Term Sheet shall be subject to such deductions and withholdings as may be agreed to by you or required by applicable law, rule or regulation or Company policy.

CLAWBACK			You acknowledge and agree that any incentive compensation provided by the Company to you under this Term Sheet or otherwise may be subject to recovery by the Company under and in accordance with any Company clawback or recoupment policy in effect on the Effective Date or as may be adopted or maintained by the Company following the Effective Date, including the Company’s Amended and Restated Executive Incentive Compensation Recoupment Policy as adopted October 2, 2023, as amended from time to time (or any successor policy thereto).


COVENANTS			You acknowledge and agree that you have previously entered into a T-Mobile US, Inc. Restrictive Covenant, Intellectual Property Ownership and Assignment, and Confidentiality Agreement with the Company (the “Restrictive Covenant Agreement”) and you agree to continue to be bound by and comply with the terms and conditions of such Restrictive Covenant Agreement. Notwithstanding any provision of the Restrictive Covenant Agreement to the contrary, you understand that nothing contained herein or in the Restrictive Covenant Agreement is intended to or will prohibit you from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any federal, state or local governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; (ii) communicating directly with, cooperating with, or providing information (including trade secrets) to, or receiving financial awards from, any federal, state or local government agency (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice, the U.S. Equal Employment Opportunity Commission or the U.S. National Labor Relations Board); (iii) exercising any rights you may have under Section 7 of the U.S. National Labor Relations Act, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions; and (iv) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that you have reason to believe is unlawful.

			Notwithstanding any provision of the Restrictive Covenant Agreement to the contrary, you understand that pursuant to 18 USC Section 1833(b), (1) you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (2) if you file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to your attorney and use the trade secret information in the court proceeding, if you (A) file any document containing the trade secret under seal; and (B) do not disclose a trade secret, except pursuant to court order.

DISPUTE RESOLUTION			Except for any claims arising out of, or relating to, your Restrictive Covenant Agreement and, any other written and fully executed agreements to which you and the Company or an affiliate thereof are parties that expressly provide for a different dispute resolution mechanism, any controversy, claim or dispute arising out of or relating to this Term Sheet or your employment with the Company or termination thereof, either


			during the existence of the employment relationship or afterward, and including, but not limited to, any common law or statutory claims for wrongful discharge, discrimination or unpaid compensation, shall be resolved exclusively by arbitration in King County, Washington, conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association (the “AAA”), with one arbitrator designated in accordance with those rules. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this paragraph shall be construed as precluding either party from bringing an action for injunctive relief or other equitable relief. In any such dispute, the prevailing party shall be entitled to its or his attorneys’ fees and costs, in addition to any other relief that may be awarded. In accordance with the terms of the Restrictive Covenant Agreement, the exclusive venue for claims arising out of, or related to, the Restrictive Covenant Agreement shall be the state and Federal courts of King County, Washington.

ENTIRE AGREEMENT			This Term Sheet, along with the Restrictive Covenant Agreement and your STI and LTI award agreements, embody the entire agreement and understanding between the parties with respect to the subject matters hereof (including but not limited to your compensation terms) and supersedes all prior oral and written agreements and understandings between the Company and you with respect to the subject matters hereof, and it can only be modified in a fully executed written agreement between you and a duly authorized Company officer. It may be executed by facsimile and in counterparts which, taken together, shall constitute one original. To the extent the provisions of this Term Sheet are inconsistent with the terms of any underlying compensation plan or program, including without limitation any annual performance bonus plan or the Plan, the terms of this Term Sheet shall control. Notwithstanding the foregoing or anything herein to the contrary, to the extent that the Plan or any STI or LTI award agreement provides for more favorable treatment to you of your STI award(s) and/or LTI award(s) than the terms of this Term Sheet, the terms of the Plan or award agreement (as applicable) shall control. For avoidance of doubt, this Term Sheet is not intended to deprive you of any right, entitlement or protection (e.g., indemnification and insurance), in any case, that is not inconsistent with this Term Sheet and that you may have under any other agreement, plan, or policy of the Company applicable to you that may provide more favorable treatment than this Term Sheet, nor is it intended to exclude you from being eligible to receive any employee benefits (provided that such benefits would not result in you


			receiving a duplication of benefits) that may in the future be broadly provided to similarly-situated employees. Similarly, for avoidance of doubt, this Term Sheet is not intended to relieve you of obligations to the Company or requirements of the Company set forth in any other written agreement, plan, or policy of the Company applicable to you (including, without limitation, the Company’s Amended and Restated Executive Incentive Compensation Recoupment Policy as adopted October 2, 2023, as amended from time to time), unless such obligations or requirements are expressly contrary to a commitment in this Term Sheet.

GOVERNING LAW			This Term Sheet shall be exclusively governed by and interpreted under the laws of the State of Washington.

Please indicate your acceptance of, and agreement to, the terms and conditions outlined above by signing and dating this Term Sheet below.

[Signature page follows]

Sincerely,

T-MOBILE US, INC.

By:_/s/ Deeanne King _________________

Deeanne King

EVP and Chief People Officer

AGREED and ACCEPTED as of the date below:

/s/ Peter Osvaldik 9/12/2024

Peter Osvaldik Date

ATTACHMENT A

1.“2023 Special PRSU Award” shall mean the award of cash-settled performance-vesting restricted stock units granted to you on July 5, 2023 pursuant to the Plan.

2.“Award Agreement” shall mean the Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement, dated as of July 5, 2023, by and between you and the Company, evidencing the grant of the 2023 Special PRSU Award.

3.“Cause” shall be defined as any one of the following: (i) your gross neglect or willful material breach of your principal employment responsibilities, (ii) a final judicial adjudication that you are guilty of any felony (other than a law, rule or regulation relating to a traffic violation or other similar offense that has no material, adverse effect on the Company, Deutsche Telekom AG or their respective affiliates), (iii) your breach of the Restrictive Covenant Agreement or any other written non-competition, non-solicitation or confidentiality covenant between you and the Company or any affiliate of the Company (other than a de minimis breach), (iv) fraudulent conduct in the course of your employment with the Company as determined by a court of competent jurisdiction, (v) your unlawful discrimination, harassment, or retaliation, assault or other violent act toward any employee or third party, or other act or omission, in each case that in the reasonable and good faith view of the Board constitutes a material breach of the Company’s written policies or Code of Conduct, or (vi) your material breach of any other obligation which, if reasonably curable, continues uncured for a period of thirty (30) days after notice thereof by the Company or any of its affiliates and which is demonstrably injurious to the Company or an affiliate thereof. Notwithstanding the foregoing, no cure period shall be required under the foregoing clause (vi) if the breach is a recurrence of conduct that was the subject of a prior notice under such clause (vi) for which a thirty (30)-day cure period was given. For purposes of the foregoing clause (vi), the term “obligation” refers to Company policies and directives and is not intended to refer to performance expectations such as goals set forth in bonus plans or performance evaluations.

4.“Expiration Date Payment” shall mean an amount equal to (i) two and one-half times (2.5x) the Target Grant-Date Value, minus (ii) the aggregate dollar value of the portion of the 2023 Special PRSU Award that vests as of the Vesting Date (as defined in the Award Agreement) (determined based on the Company’s closing stock price on the Vesting Date), as determined by the Committee in its sole discretion; provided, however, that in no event will the Expiration Date Payment exceed the Severance Cap. If the amount in clause (i) of this definition is equal to or less than the amount in clause (ii) of this definition, then the Expiration Date Payment shall equal zero.

5.“Good Reason” shall mean the occurrence of any of the following without your consent, provided that (a) you notify the Company within not more than ninety (90) days after its initial occurrence, (b) the Company does not cure such occurrence within thirty (30) days after receipt of such notice and (c) your employment with the Company terminates within sixty (60) days after the end of the Company’s cure period: (i) a substantial and material adverse change in your title, authority, responsibility or duties; (ii) a material reduction in your Base Salary, target STI award opportunity, or target LTI opportunity, except for across-the-board salary reductions based on the Company’s and subsidiaries’ financial performance similarly affecting all or substantially all management employees of the Company and its subsidiaries; (iii) the relocation of the office at which you are principally employed to a location more than fifty (50) miles from the location of such office, or you being required to be based anywhere other than such office, except for

required travel on business; or (iv) the appointment by the Company of a new Chief Financial Officer of the Company or any other person as a result of which you cease to serve as the sole Chief Financial Officer of the Company; provided that, the foregoing clauses (i) – (iv) shall only constitute Good Reason if, to the extent requested by the Company, you agree to provide up to ninety (90) days (measured from the date on which you notify the Company of the initial occurrence of Good Reason) of continued service in your role as Chief Financial Officer of the Company or transitional support services as an employee advisor to the Company, in either case, as determined by the Company (such period, the “Transition Period”). For the avoidance of doubt, during the Transition Period, you will continue to receive the same compensation and benefits as in effect immediately prior to the initial occurrence of the event alleged to constitute Good Reason.

6.“Pre-Expiration Date Payment” shall mean an amount equal to (i) (x) two and one-half times (2.5x) the Target Grant-Date Value, multiplied by (y) the Pro Rata Fraction, minus (ii) the aggregate dollar value of the portion of the 2023 Special PRSU Award that vests in connection with your termination of employment pursuant to the Term Sheet (determined based on the Company’s closing stock price on such Termination Date), as determined by the Committee in its sole discretion; provided, however, that in no event will the Pre-Expiration Date Payment exceed an amount equal to the Severance Cap multiplied by the Pro Rata Fraction. If the amount in clause (i) of this definition is equal to or less than the amount in clause (ii) of this definition, then the Pre-Expiration Date Payment shall equal zero.

7.“Severance Cap” shall mean $10,000,000.

8.“Target Grant-Date Value” shall mean the target grant-date value of the 2023 Special PRSU Award, as disclosed in the Company’s annual Proxy Statement filed with the Securities and Exchange Commission on April 26, 2024.

ATTACHMENT B

It is intended that the payments and benefits under this Term Sheet comply with the provisions of Section 409A and the Treasury regulations relating thereto, or satisfy the requirements for an exemption from Section 409A, in each case to the extent applicable to this Agreement and, accordingly, to the maximum extent permitted, this Term Sheet shall be interpreted and be administered in a manner to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, you shall not be considered to have terminated employment with the Company for purposes of this Term Sheet, and no payment otherwise due upon a termination of employment shall be due to you under this Term Sheet, until you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A (a “Separation from Service”). Any payments described in this Term Sheet that qualify for the “short-term deferral” exception from Section 409A shall not be treated as deferred compensation as described in Treasury Regulation Section 1.409A-1(b)(4) and will be paid under such exception unless applicable law requires otherwise. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) and the application of the short-term deferral exception), each payment under this Term Sheet will be treated as a separate payment. Notwithstanding anything to the contrary in this Term Sheet (whether under this Term Sheet or otherwise), to the extent delayed commencement of any portion of the payments to be made to you upon your Separation from Service is required to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of the payments shall be delayed and paid on the first business day after the earlier of (i) the date that is six (6) months following such Separation from Service or (ii) your death. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to you under this Term Sheet shall be paid to you on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during any one year may not affect amounts reimbursable or provided in any subsequent year and may not be liquidated or exchanged for any other benefit.

ATTACHMENT C

In the event any payment, benefit or distribution of any type to or for the benefit of you, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Term Sheet or otherwise, constitutes a “parachute payment” under Section 280G of the Code, the amount payable to you shall be either (a) paid in full, or (b) paid after reduction by the smallest amount as would result in no portion thereof being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax under Section 4999 of the Code, results in the receipt by you, on an after-tax basis, of the greater net value, notwithstanding that all or some portion of such payment amount may be taxable under Section 4999 of the Code. Unless the Company and you otherwise agree in writing, all determinations required to be made under this paragraph, including the manner and amount of any reduction in your payments hereunder, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by the accounting firm serving as the Company’s independent public accounting firm immediately prior to the event giving rise to such payment (the “Accounting Firm”); provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A of the Code) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A of the Code. For purposes of making the calculations required by this paragraph, the Accounting Firm may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request to make a determination under this paragraph. The Accounting Firm shall provide its written report to the Committee and you, which shall include information regarding methodology. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this paragraph. You and the Company shall cooperate in case of a potential Change in Control to consider alternatives to mitigate any Section 280G exposure, although the Company cannot guaranty any such alternatives will be available or approved by the Company and neither you nor the Company shall be obligated to enter into them.