Common use of Amount of Severance Benefit Clause in Contracts

Amount of Severance Benefit. (a) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(a) hereof, the Company and/or the Bank shall pay Employee one (1) times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases. (b) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(b) or 2(c) hereof, the Company and/or the Bank shall pay Employee 2.99 times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases. (c) The provisions of this Agreement shall not reduce any amounts otherwise payable to the Employee or in any way diminish the employee's rights, whether existing now or hereafter under any benefit plan of the Company or the Bank. The Employee shall not be obligated to mitigate any payments entitled to be received hereunder. (d) The foregoing payments and benefits shall be paid to the Employee's beneficiaries by testate or intestate succession in the event of Employee's death during the period during which such payments and benefits are being provided. (e) In the event that the Employee and the Company or the Bank, as the case may be (hereinafter, in this Section 3(e), the "Company") agree that the Employee has collected an amount exceeding the Code 280G Maximum, the parties agree as follows: (i) In the calendar year that the Employee is entitled to receive a payment or benefits under the provisions of this Agreement, the independent accountants of the Company shall determine if an excess parachute payment (as defined in Section 4999 of the Code, as amended, and any successor provision thereto) exists. Such determination shall be made after taking any reductions permitted pursuant to Section 280G of the Code and the regulations thereunder. Any amount determined to be an excess parachute payment after taking into account such reductions shall be hereafter referred to as the "Initial Excess Parachute Payment". As soon as practicable after a Change in Control of the Company or the Bank, the Initial Excess Parachute Payment shall be determined. Immediately following a Change in Control of the Company or the Bank, the Company or the Bank shall pay the Employee, subject to applicable withholding requirements under applicable state or federal law an amount equal to: (a) twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the tax imposed under Section 4999 of the Code), and (b) such additional amount (tax allowance) as may be necessary to compensate the Employee for the payment by the Employee of state and federal income and excise taxes on the payment provided under Clause (a) and on any payments under this Clause (b). In computing such tax allowance, the payment to be made under Clause (a) shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate --------- 1 - Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Employee in the year in which the payment under Clause (a) is made. (ii) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Employee is a party that the excess parachute payment is defined in Section 4999 of the Code, reduced as described above, is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment") then the Company's independent accountants shall determine the amount (the "Adjustment Amount") the Employee must pay to the Company or the Bank or the Company or the Bank must pay to the Employee in order to put the Employee (or the Company or the Bank, as the case may be) in the same position the Employee (or the Company or the Bank, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Employee or refunded to the Employee or for the Employee's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Company or the Bank shall pay the Adjustment Amount to the Employee or the Employee shall repay the Adjustment Amount to the Company or the Bank, as the case may be. (iii) In any calendar year that the Employee receives payments of benefits under this Agreement, the Employee shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent accountants of the Company as described above. The Company and the Bank shall indemnify and hold the Employee harmless from any and all losses, costs and expenses (including without limitation, reasonable attorney's fees, interest, fines and penalties) which the Employee incurs as a result of so reporting such information. Employee shall promptly notify the Company and the Bank in writing whenever the Employee receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this the Employment Agreement is being reviewed or is in dispute. The Company or the Bank shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Employee to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this contract) and the Employee shall cooperate fully with the Company or the Bank in any such proceeding. The Employee shall not enter into any compromise or settlement or otherwise prejudice any rights the Company or the Bank may have in connection therewith without prior consent of the Company or the Bank.

Amount of Severance Benefit. If the Employee's employment is terminated in circumstances entitling the Employee to a Severance Benefit as provided in Section 3.1, the Employee shall be entitled to the following benefits: (a) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(a) hereof, the Company and/or the Bank shall pay Employee one (1) times to the annual Employee, as severance pay and in lieu of any further salary and bonus or incentive compensation (not including stock compensation plans) paid Bonus for periods subsequent to Employee by the Company and/or Termination Date, an amount in cash equal to the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases.amount listed on Exhibit A; (b) If for the Employee becomes entitled period specified on Exhibit A, subsequent to collect severance benefits pursuant to Section 2(b) or 2(c) hereofthe Employee's termination of employment, the Company and/or the Bank shall pay Employee 2.99 times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year at its expense continue on behalf of the Employee and his dependents and beneficiaries, the medical and dental benefits, life insurance, short term disability insurance and long-term disability insurance which were being provided to the Employee at the time of termination of employment. The benefits provided in this Subsection 3.2(b) shall be no less favorable to the Employee, in terms of amounts and deductibles and costs to the Employee, than the coverage provided the Employee under the plans providing such sum benefits at the time Notice of Termination is given. The Company's obligation hereunder to be paid within five (5) days of provide the date that Employeeforegoing benefits shall terminate if the Employee obtains coverage under a subsequent employer's employment actually ceases.medical and dental, life insurance, short-term disability insurance and or long-term disability insurance benefit plans; (c) The provisions of this Agreement shall not reduce any the amounts otherwise payable to the Employee or provided for in any way diminish the employee's rights, whether existing now or hereafter under any benefit plan of the Company or the Bank. The Employee shall not be obligated to mitigate any payments entitled to be received hereunder. (dSection 3.2(a) The foregoing payments and benefits shall be paid to in the same periodic installment as the Employee's beneficiaries by testate or intestate succession in salary has been paid prior to the event of Termination Date commencing on the Employee's death during the period during which such payments and benefits are being Termination Date; provided. (e) In the event , however that the Employee and the Company or the Bank, as the case may be (hereinafter, in this Section 3(e), the "Company") agree that the Employee has collected an amount exceeding the Code 280G Maximum, the parties agree as follows: (i) In the calendar year that the Employee is entitled to receive a payment or benefits under the provisions of this Agreement, the independent accountants of the Company shall determine pay the balance of the Employee's Severance Benefit then unpaid in a single lump sum payment within fifteen (15) days after the Employee's commencement of employment with a new employer. Any pro rata Bonus due and payable as specified in Exhibit A will be paid within thirty (30) days after the Employee's termination of employment. No benefit payable hereunder will be reduced if an excess the Employee takes other employment. Notwithstanding the foregoing, if any payment to or for the benefit of the Employee under this Agreement either alone or together with other payments to or for the benefit of the Employee would constitute a "parachute payment payment" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), the payments under this Agreement shall be reduced to the largest amount that will eliminate both the imposition of the excise tax imposed by Section 4999 of the Code, as amended, Code and any successor provision thereto) exists. Such determination shall be made after taking any reductions permitted pursuant the disallowance of deductions to the Company under Section 280G of the Code for any such payments. The amount and method of any reduction in the regulations thereunder. Any amount determined to be an excess parachute payment after taking into account such reductions shall be hereafter referred to as the "Initial Excess Parachute Payment". As soon as practicable after a Change in Control of the Company or the Bank, the Initial Excess Parachute Payment shall be determined. Immediately following a Change in Control of the Company or the Bank, the Company or the Bank shall pay the Employee, subject to applicable withholding requirements under applicable state or federal law an amount equal to: (a) twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the tax imposed under Section 4999 of the Code), and (b) such additional amount (tax allowance) as may be necessary to compensate the Employee for the payment by the Employee of state and federal income and excise taxes on the payment provided under Clause (a) and on any payments under this Clause (b). In computing such tax allowance, the payment to be made under Clause (a) shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate --------- 1 - Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Employee in the year in which the payment under Clause (a) is made. (ii) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Employee is a party that the excess parachute payment is defined in Section 4999 of the Code, reduced as described above, is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment") then the Company's independent accountants shall determine the amount (the "Adjustment Amount") the Employee must pay to the Company or the Bank or the Company or the Bank must pay to the Employee in order to put the Employee (or the Company or the Bank, as the case may be) in the same position the Employee (or the Company or the Bank, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Employee or refunded to the Employee or for the Employee's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Company or the Bank shall pay the Adjustment Amount to the Employee or the Employee shall repay the Adjustment Amount to the Company or the Bank, as the case may be. (iii) In any calendar year that the Employee receives payments of benefits under this Agreement, the Employee shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent accountants of the Company as described above. The Company and the Bank shall indemnify and hold the Employee harmless from any and all losses, costs and expenses (including without limitation, reasonable attorney's fees, interest, fines and penalties) which the Employee incurs as a result of so reporting such information. Employee shall promptly notify the Company and the Bank in writing whenever the Employee receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this the Employment Agreement is being reviewed or is in dispute. The Company or the Bank shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Employee to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this contract) and paragraph shall be as reasonably determined by the Employee shall cooperate fully with the Company or the Bank in any such proceeding. The Employee shall not enter into any compromise or settlement or otherwise prejudice any rights the Company or the Bank may have in connection therewith without prior consent Compensation Committee of the Company or the BankBoard.

Amount of Severance Benefit. If the Employee's employment is terminated in circumstances entitling the Employee to a Severance Benefit as provided in Section 3.1, the Employee shall be entitled to the following benefits: (a) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(a) hereof, the Company and/or the Bank shall pay Employee one (1) times to the annual Employee, as severance pay and in lieu of any further salary and bonus or incentive compensation (not including stock compensation plans) paid for periods subsequent to Employee by the Company and/or Termination Date, an amount in cash equal to the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases.amount listed on Exhibit A; (b) If for the Employee becomes entitled period specified on Exhibit A, subsequent to collect severance benefits pursuant to Section 2(b) or 2(c) hereofthe Employee's termination of employment, the Company and/or the Bank shall pay Employee 2.99 times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year at its expense continue on behalf of the Employee and his dependents and beneficiaries, the medical and dental benefits, life insurance, short term disability insurance and long-term disability insurance which were being provided to the Employee at the time of termination of employment. The benefits provided in this Subsection 3.2(b) shall be no less favorable to the Employee, in terms of amounts and deductibles and costs to the Employee, than the coverage provided the Employee under the plans providing such sum benefits at the time Notice of Termination is given. The Company's obligation hereunder to be paid within five (5) days of provide the date that Employeeforegoing benefits shall terminate if the Employee obtains coverage under a subsequent employer's employment actually ceases.medical and dental, life insurance, short-term disability insurance and or long-term disability insurance benefit plans; (c) The provisions of this Agreement shall not reduce any the amounts otherwise payable to the Employee or provided for in any way diminish the employee's rights, whether existing now or hereafter under any benefit plan of the Company or the Bank. The Employee shall not be obligated to mitigate any payments entitled to be received hereunder. (dSection 3.2(a) The foregoing payments and benefits shall be paid to in the same periodic installment as the Employee's beneficiaries by testate or intestate succession in salary has been paid prior to the event of Termination Date commencing on the Employee's death during the period during which such payments and benefits are being Termination Date; provided. (e) In the event , however that the Employee and the Company or the Bank, as the case may be (hereinafter, in this Section 3(e), the "Company") agree that the Employee has collected an amount exceeding the Code 280G Maximum, the parties agree as follows: (i) In the calendar year that the Employee is entitled to receive a payment or benefits under the provisions of this Agreement, the independent accountants of the Company shall determine pay the balance of the Employee's Severance Benefit then unpaid in a single lump sum payment within fifteen (15) days after the Employee's commencement of employment with a new employer. No benefit payable hereunder will be reduced if an excess the Employee takes other employment. Notwithstanding the foregoing, if any payment to or for the benefit of the Employee under this Agreement either alone or together with other payments to or for the benefit of the Employee would constitute a "parachute payment payment" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), the payments under this Agreement shall be reduced to the largest amount that will eliminate both the imposition of the excise tax imposed by Section 4999 of the Code, as amended, Code and any successor provision thereto) exists. Such determination shall be made after taking any reductions permitted pursuant the disallowance of deductions to the Company under Section 280G of the Code for any such payments. The amount and method of any reduction in the regulations thereunder. Any amount determined to be an excess parachute payment after taking into account such reductions shall be hereafter referred to as the "Initial Excess Parachute Payment". As soon as practicable after a Change in Control of the Company or the Bank, the Initial Excess Parachute Payment shall be determined. Immediately following a Change in Control of the Company or the Bank, the Company or the Bank shall pay the Employee, subject to applicable withholding requirements under applicable state or federal law an amount equal to: (a) twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the tax imposed under Section 4999 of the Code), and (b) such additional amount (tax allowance) as may be necessary to compensate the Employee for the payment by the Employee of state and federal income and excise taxes on the payment provided under Clause (a) and on any payments under this Clause (b). In computing such tax allowance, the payment to be made under Clause (a) shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate --------- 1 - Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Employee in the year in which the payment under Clause (a) is made. (ii) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Employee is a party that the excess parachute payment is defined in Section 4999 of the Code, reduced as described above, is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment") then the Company's independent accountants shall determine the amount (the "Adjustment Amount") the Employee must pay to the Company or the Bank or the Company or the Bank must pay to the Employee in order to put the Employee (or the Company or the Bank, as the case may be) in the same position the Employee (or the Company or the Bank, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Employee or refunded to the Employee or for the Employee's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Company or the Bank shall pay the Adjustment Amount to the Employee or the Employee shall repay the Adjustment Amount to the Company or the Bank, as the case may be. (iii) In any calendar year that the Employee receives payments of benefits under this Agreement, the Employee shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent accountants of the Company as described above. The Company and the Bank shall indemnify and hold the Employee harmless from any and all losses, costs and expenses (including without limitation, reasonable attorney's fees, interest, fines and penalties) which the Employee incurs as a result of so reporting such information. Employee shall promptly notify the Company and the Bank in writing whenever the Employee receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this the Employment Agreement is being reviewed or is in dispute. The Company or the Bank shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Employee to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this contract) and paragraph shall be as reasonably determined by the Employee shall cooperate fully with the Company or the Bank in any such proceeding. The Employee shall not enter into any compromise or settlement or otherwise prejudice any rights the Company or the Bank may have in connection therewith without prior consent Compensation Committee of the Company or the BankBoard.

Amount of Severance Benefit. (a) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(a) hereof, the Company and/or the Bank shall pay Employee one (1) times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases. (b) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(b) or 2(c) hereof, the Company and/or the Bank shall pay Employee 2.99 times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases. (c) The provisions of this Agreement shall not reduce any amounts otherwise payable to the Employee or in any way diminish the employee's rights, whether existing now or hereafter under any benefit plan of the Company or the Bank. The Employee shall not be obligated to mitigate any payments entitled to be received hereunder. (d) The foregoing payments and benefits shall be paid to the Employee's beneficiaries by testate or intestate succession in the event of Employee's death during the period during which such payments and benefits are being provided. (e) In the event that the Employee and the Company or the Bank, as the case may be (hereinafter, in this Section 3(e), the "Company") agree that the Employee has collected an amount exceeding the Code 280G Maximum, the parties agree as follows: (i) In the calendar year that the Employee is entitled to receive a payment or benefits under the provisions of this Agreement, the independent accountants of the Company shall determine if an excess parachute payment (as defined in Section 4999 of the Code, as amended, and any successor provision thereto) exists. Such determination shall be made after taking any reductions permitted pursuant to Section 280G of the Code and the regulations thereunder. Any amount determined to be an excess parachute payment after taking into account such reductions shall be hereafter referred to as the "Initial Excess Parachute Payment". As soon as practicable after a Change in Control of the Company or the Bank, the Initial Excess Parachute Payment shall be determined. Immediately following a Change in Control of the Company or the Bank, the Company or the Bank shall pay the Employee, subject to applicable withholding requirements under applicable state or federal law an amount equal to: (a) twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the tax imposed under Section 4999 of the Code), and (b) such additional amount (tax allowance) as may be necessary to compensate the Employee for the payment by the Employee of state and federal income and excise taxes on the payment provided under Clause (a) and on any payments under this Clause (b). In computing such tax allowance, the payment to be made under Clause (a) shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate --------- 1 - Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Employee in the year in which the payment under Clause (a) is made. (ii) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Employee is a party that the excess parachute payment is defined in Section 4999 of the Code, reduced as described above, is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment") then the Company's independent accountants shall determine the amount (the "Adjustment Amount") the Employee must pay to the Company or the Bank or the Company or the Bank must pay to the Employee in order to put the Employee (or the Company or the Bank, as the case may be) in the same position the Employee (or the Company or the Bank, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Employee or refunded to the Employee or for the Employee's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Company or the Bank shall pay the Adjustment Amount to the Employee or the Employee shall repay the Adjustment Amount to the Company or the Bank, as the case may be. (iii) In any calendar year that the Employee receives payments of benefits under this Agreement, the Employee shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent accountants of the Company as described above. The Company and the Bank shall indemnify and hold the Employee harmless from any and all losses, costs and expenses (including without limitation, reasonable attorney's fees, interest, fines and penalties) which the Employee incurs as a result of so reporting such information. Employee shall promptly notify the Company and the Bank in writing whenever the Employee receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this the Employment Agreement is being reviewed or is in dispute. The Company or the Bank shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Employee to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this contract) and the Employee shall cooperate fully with the Company or the Bank in any such proceeding. The Employee shall not enter into any compromise or settlement or otherwise prejudice any rights the Company or the Bank may have in connection therewith without prior consent of the Company or the BankCompany.

Amount of Severance Benefit. (a) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(a) hereof, the Company and/or the Bank shall pay Employee one (1) times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases. (b) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(b) or 2(c) hereof, the Company and/or the Bank shall pay Employee 2.99 times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases. (c) The provisions of this Agreement shall not reduce any amounts otherwise payable to the Employee or in any way diminish the employee's rights, whether existing now or hereafter under any benefit plan of the Company or the Bank. The Employee shall not be obligated to mitigate any payments entitled to be received hereunder. (d) The foregoing payments and benefits shall be paid to the Employee's beneficiaries by testate or intestate succession in the event of Employee's death during the period during which such payments and benefits are being provided. (e) In the event that the Employee and the Company or the Bank, as the case may be (hereinafter, in this Section 3(e), the "Company") agree that the Employee has collected an amount exceeding the Code 280G Maximum, the parties agree as follows: (i) In the calendar year that the Employee is entitled to receive a payment or benefits under the provisions of this Agreement, the independent accountants of the Company shall determine if an excess parachute payment (as defined in Section 4999 of the Code, as amended, and any successor provision thereto) exists. Such determination shall be made after taking any reductions permitted pursuant to Section 280G of the Code and the regulations thereunder. Any amount determined to be an excess parachute payment after taking into account such reductions shall be hereafter referred to as the "Initial Excess Parachute Payment". As soon as practicable after a Change in Control of the Company or the Bank, the Initial Excess Parachute Payment shall be determined. Immediately following a Change in Control of the Company or the Bank, the Company or the Bank shall pay the Employee, subject to applicable withholding requirements under applicable state or federal law an amount equal to: (a) twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the tax imposed under Section 4999 of the Code), and (b) such additional amount (tax allowance) as may be necessary to compensate the Employee for the payment by the Employee of state and federal income and excise taxes on the payment provided under Clause (a) and on any payments under this Clause (b). In computing such tax allowance, the payment to be made under Clause (a) shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate --------- 1 - Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Employee in the year in which the payment under Clause (a) is made. (ii) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Employee is a party that the excess parachute payment is defined in Section 4999 of the Code, reduced as described above, is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment") then the Company's independent accountants shall determine the amount (the "Adjustment Amount") the Employee must pay to the Company or the Bank or the Company or the Bank must pay to the Employee in order to put the Employee (or the Company or the Bank, as the case may be) in the same position the Employee (or the Company or the Bank, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Employee or refunded to the Employee or for the Employee's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Company or the Bank shall pay the Adjustment Amount to the Employee or the Employee shall repay the Adjustment Amount to the Company or the Bank, as the case may be. (iii) In any calendar year that the Employee receives payments of benefits under this Agreement, the Employee shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent accountants of the Company as described above. The Company and the Bank shall indemnify and hold the Employee harmless from any and all losses, costs and expenses (including without limitation, reasonable attorney's fees, interest, fines and penalties) which the Employee incurs as a result of so reporting such information. Employee shall promptly notify the Company and the Bank in writing whenever the Employee receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this the Employment Agreement is being reviewed or is in dispute. The Company or the Bank shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Employee to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this contract) and the Employee shall cooperate fully with the Company or the Bank in any such proceeding. The Employee shall not enter into any compromise or settlement or otherwise prejudice any rights the Company or the Bank may have in connection therewith without prior consent of the Company or the Bank.

Amount of Severance Benefit. (a) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(a) hereof, the Company and/or the Bank shall pay Employee one (1) times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases. (b) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(b) or 2(c) hereof, the Company and/or the Bank shall pay Employee 2.99 2.00 times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases. (c) The provisions of this Agreement shall not reduce any amounts otherwise payable to the Employee or in any way diminish the employee's rights, whether existing now or hereafter under any benefit plan of the Company or the Bank. The Employee shall not be obligated to mitigate any payments entitled to be received hereunder. (d) The foregoing payments and benefits shall be paid to the Employee's beneficiaries by testate or intestate succession in the event of Employee's death during the period during which such payments and benefits are being provided. (e) In the event that the Employee and the Company or the Bank, as the case may be (hereinafter, in this Section 3(e), the "Company") agree that the Employee has collected an amount exceeding the Code 280Sec.280G Maximum, the parties agree as follows: (i) In the calendar year that the Employee is entitled to receive a payment or benefits under the provisions of this Agreement, the independent accountants of the Company shall determine if an excess parachute payment (as defined in Section 4999 of the Code, as amended, and any successor provision thereto) exists. Such determination shall be made after taking any reductions permitted pursuant to Section 280G of the Code and the regulations thereunder. Any amount determined to be an excess parachute payment after taking into account such reductions shall be hereafter referred to as the "Initial Excess Parachute Payment". As soon as practicable after a Change in Control of the Company or the BankCompany, the Initial Excess Parachute Payment shall be determined. Immediately following a Change in Control of the Company or the Bank, the Company or the Bank shall pay the Employee, subject to applicable withholding requirements under applicable state or federal law an amount equal to: (a) twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the tax imposed under Section 4999 of the Code), and (b) such additional amount (tax allowance) as may be necessary to compensate the Employee for the payment by the Employee of state and federal income and excise taxes on the payment provided under Clause (a) and on any payments under this Clause (b). In computing such tax allowance, the payment to be made under Clause (a) shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate --------- 1 - Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Employee in the year in which the payment under Clause (a) is made. (ii) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Employee is a party that the excess parachute payment is defined in Section 4999 of the Code, reduced as described above, is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment") then the Company's independent accountants shall determine the amount (the "Adjustment Amount") the Employee must pay to the Company or the Bank or the Company or the Bank must pay to the Employee in order to put the Employee (or the Company or the Bank, as the case may be) in the same position the Employee (or the Company or the Bank, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Employee or refunded to the Employee or for the Employee's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Company or the Bank shall pay the Adjustment Amount to the Employee or the Employee shall repay the Adjustment Amount to the Company or the Bank, as the case may be. (iii) In any calendar year that the Employee receives payments of benefits under this Agreement, the Employee shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent accountants of the Company as described above. The Company and the Bank shall indemnify and hold the Employee harmless from any and all losses, costs and expenses (including without limitation, reasonable attorney's fees, interest, fines and penalties) which the Employee incurs as a result of so reporting such information. Employee shall promptly notify the Company and the Bank in writing whenever the Employee receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this the Employment Agreement is being reviewed or is in dispute. The Company or the Bank shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Employee to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this contract) and the Employee shall cooperate fully with the Company or the Bank in any such proceeding. The Employee shall not enter into any compromise or settlement or otherwise prejudice any rights the Company or the Bank may have in connection therewith without prior consent of the Company or the Bank.

Amount of Severance Benefit. (a) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(a) hereof, the Company and/or the Bank shall pay Employee one (1) times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases. (b) If the Employee becomes entitled to collect severance benefits pursuant to Section 2(b) or 2(c) hereof, the Company and/or the Bank shall pay Employee 2.99 times the annual salary and bonus or incentive compensation (not including stock compensation plans) paid to Employee by the Company and/or the Bank during the immediately preceding year of the term of employment, such sum to be paid within five (5) days of the date that Employee's employment actually ceases. (c) The provisions of this Agreement shall not reduce any amounts otherwise payable to the Employee or in any way diminish the employee's rights, whether existing now or hereafter under any benefit plan of the Company or the Bank. The Employee shall not be obligated to mitigate any payments entitled to be received hereunder. (d) The foregoing payments and benefits shall be paid to the Employee's beneficiaries by testate or intestate succession in the event of Employee's death during the period during which such payments and benefits are being provided. (e) In the event that the Employee and the Company or the Bank, as the case may be (hereinafter, in this Section 3(e), the "Company") agree that the Employee has collected an amount exceeding the Code 280G Maximum, the parties agree as follows: (i) In the calendar year that the Employee is entitled to receive a payment or benefits under the provisions of this Agreement, the independent accountants of the Company shall determine if an excess parachute payment (as defined in Section 4999 of the Code, as amended, and any successor provision thereto) exists. Such determination shall be made after taking any reductions permitted pursuant to Section 280G of the Code and the regulations thereunder. Any amount determined to be an excess parachute payment after taking into account such reductions shall be hereafter referred to as the "Initial Excess Parachute Payment". As soon as practicable after a Change in Control of the Company or the Bank, the Initial Excess Parachute Payment shall be determined. Immediately following a Change in Control of the Company or the Bank, the Company or the Bank shall pay the Employee, subject to applicable withholding requirements under applicable state or federal law an amount equal to: (a) twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the tax imposed under Section 4999 of the Code), and (b) such additional amount (tax allowance) as may be necessary to compensate the Employee for the payment by the Employee of state and federal income and excise taxes on the payment provided under Clause (a) and on any payments under this Clause (b). In computing such tax allowance, the payment to be made under Clause (a) shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate --------- 1 - Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Employee in the year in which the payment under Clause (a) is made. (ii) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Employee is a party that the excess parachute payment is defined in Section 4999 of the Code, reduced as described above, is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment") then the Company's independent accountants shall determine the amount (the "Adjustment Amount") the Employee must pay to the Company or the Bank or the Company or the Bank must pay to the Employee in order to put the Employee (or the Company or the Bank, as the case may be) in the same position the Employee (or the Company or the Bank, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Employee or refunded to the Employee or for the Employee's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Company or the Bank shall pay the Adjustment Amount to the Employee or the Employee shall repay the Adjustment Amount to the Company or the Bank, as the case may be. (iii) In any calendar year that the Employee receives payments of benefits under this Agreement, the Employee shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent accountants of the Company as described above. The Company and the Bank shall indemnify and hold the Employee harmless from any and all losses, costs and expenses (including without limitation, reasonable attorney's fees, interest, fines and penalties) which the Employee incurs as a result of so reporting such information. Employee shall promptly notify the Company and the Bank in writing whenever the Employee receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this the Employment Agreement is being reviewed or is in dispute. The Company or the Bank shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Employee to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this contract) and the Employee shall cooperate fully with the Company or the Bank in any such proceeding. The Employee shall not enter into any compromise or settlement or otherwise prejudice any rights the Company or the Bank may have in connection therewith without prior consent of the Company or the BankCompany.