In the event that any payment that is either received by the Participant or paid by the Company or any of its Affiliates on the Participant’s behalf or any property, or any other benefit provided to the Participant under this Plan or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Participant’s employment by the Company) (collectively the “ Company Payments ”), would be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “ Excise Tax ”), the Company shall pay to the Participant an additional amount (the “ Gross-Up Payment ”) such that the net amount retained by the Participant, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and local income or payroll tax upon the Gross-Up Payment provided for by this clause (a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments. This Section 7 shall terminate and cease to apply upon payment of all Retention Bonuses hereunder; provided that this Section 7 shall only continue to apply in respect of a change in control (within the meaning of Section 280G of the Code) occurring before December 31, 2018.