Common use of Accounting Firm’s Determination Is Binding; Underpayment and Overpayment Clause in Contracts

Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm shall be binding on MidCarolina and the Executive. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by MidCarolina (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by MidCarolina (“Overpayment”). If after a Determination by the Accounting Firm the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by MidCarolina to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for his Excise Tax according to Section 2(b), the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of MidCarolina. Provided that his expenses are reimbursed by MidCarolina, the Executive shall cooperate with any reasonable requests by MidCarolina in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm shall be binding on MidCarolina PremierWest and the Executive. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that a an Adjusted Gross-Up Payment Amount that should have been made will not have been made by MidCarolina PremierWest (“"Underpayment”"), or that a an Adjusted Gross-Up Payment Amount will be made that should not have been made by MidCarolina PremierWest (“"Overpayment”"). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by MidCarolina PremierWest to or for the benefit of the Executive. If the Adjusted Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for his Excise Tax according to Section 2(b7.5(a), the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of MidCarolinaPremierWest. Provided that his expenses are reimbursed by MidCarolinaPremierWest, the Executive shall cooperate with any reasonable requests by MidCarolina PremierWest in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm shall be binding on MidCarolina the Employer and the Executive. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by MidCarolina the Employer (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by MidCarolina the Employer (“Overpayment”). If after a Determination by the Accounting Firm the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurredUnderpayment. The Underpayment (together with interest at the rate provided in section Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by MidCarolina the Employer to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for his the Excise Tax according to Section 2(bsection 5.3(a), the Accounting Firm shall determine the amount of the Overpayment that has been madeOverpayment. The Overpayment (together with interest at the rate provided in section Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of MidCarolinathe Employer. Provided that his the Executive’s expenses are reimbursed by MidCarolinathe Employer, the Executive shall cooperate with any reasonable requests by MidCarolina the Employer in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm shall be binding on MidCarolina the Corporation and the Executive. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that a an Adjusted Gross-Up Payment Amount that should have been made will not have been made by MidCarolina the Corporation (“"Underpayment”"), or that a an Adjusted Gross-Up Payment Amount will be made that should not have been made by MidCarolina the Corporation (“"Overpayment”"). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by MidCarolina the Corporation to or for the benefit of the Executive. If the Adjusted Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for his Excise Tax according to Section 2(b), the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of MidCarolinathe Corporation. Provided that his expenses are reimbursed by MidCarolinathe Corporation, the Executive shall cooperate with any reasonable requests by MidCarolina the Corporation in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm shall be binding on MidCarolina the Employer and the Executive. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by MidCarolina the Employer (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by MidCarolina the Employer (“Overpayment”). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by MidCarolina the Employer to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for his Excise Tax according to Section 2(bsection 5.3(a), the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of MidCarolinathe Employer. Provided that his the Executive’s expenses are reimbursed by MidCarolinathe Employer, the Executive shall cooperate with any reasonable requests by MidCarolina the Employer in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm shall be binding on MidCarolina the Bank and the Executive. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by MidCarolina the Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by MidCarolina the Bank (“Overpayment”). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by MidCarolina the Bank to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for his or his Excise Tax according to Section 2(bsection 7.14(a), the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of MidCarolinathe Bank. Provided that his the Executive’s expenses are reimbursed by MidCarolinathe Bank, the Executive shall cooperate with any reasonable requests by MidCarolina the Bank in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.