Common use of Code Section 280G Reduction Clause in Contracts

Code Section 280G Reduction. Notwithstanding any other provisions of this Agreement or of any other agreement, contract, understanding, plan or program entered into or maintained by the Company, if any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with (a) the Company or any affiliate, parent or subsidiary of the Company, (b) any Person whose actions result in a Change in Control, or (c) any Person affiliated with the Company) (all such payments and/or benefits, including the payments and benefits, if any, under this Section 6, being hereinafter referred to as the "Total Payments") would subject the Executive to the excise tax imposed under Section 4999 of the Code, on any successor section thereto (the "Excise Tax"), and if the amount of such Total Payments, reduced by all federal, state and local taxes applicable with respect thereto, including without limitation the Excise Tax, is less than the amount of Total Payments which would otherwise be payable to the Executive, after all such taxes, without the imposition of the Excise Tax, then, to the extent necessary to eliminate the imposition of the Excise Tax (after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code under plan, arrangement or agreement), (i) the cash and non-cash payments and benefits payable under this Agreement shall first be reduced (but not below zero), and (ii) all other cash and non-cash payments and benefits shall next be reduced (but not below zero); but only if, by reason of any such reduction, the Total Payments with any such reduction, after all such taxes, shall exceed the Total Payments without any such reduction, after all such taxes. For purposes of this Section 6.2, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination shall be taken into account, (B) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected in good faith by the Company does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including (without limitation) by reason of Section 280G(b)(4)(A) of the Code, (C) the payments and/or benefits under this Agreement shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (A) and (B) above) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in clause (B), and (D) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Except as otherwise provided above, the foregoing calculations and determinations shall be made in good faith by the Company and the Executive. If no agreement on the calculations is reached, then the Executive and the Company will cooperate and attempt to agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, the Company will select in good faith a prominent national accounting firm that has no current or recent business relationship with the Company. The Company shall pay all costs and expenses incurred in connection with any such calculations or determinations. Any calculations or determinations made in accordance with this Section 6.2 shall be conclusive and binding on all parties.

Code Section 280G Reduction. Notwithstanding any other provisions of Anything in this Agreement or of in any other agreement, contract, understanding, plan or program entered into or maintained by the CompanyEmployers to the contrary notwithstanding, if in the event it shall be determined that any payment or benefit received or to be received distribution by the Executive in connection with a Change in Control Employers to or for the termination benefit of the Executive's employment (, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other planotherwise (collectively, arrangement or agreement with (a) the Company or any affiliate“Payments”), parent or subsidiary of the Company, (b) any Person whose actions result in a Change in Control, or (c) any Person affiliated with the Company) (all such payments and/or benefits, including the payments and benefits, if any, under this Section 6, being hereinafter referred to as the "Total Payments") would be subject the Executive to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), on and/or any successor provision or section thereto (such excise tax, together with any interest or penalties incurred by the "Executive with respect to such excise tax, collectively, the “Excise Tax"”), and if the amount of such Total Payments, reduced by all federal, state and local taxes applicable with respect thereto, including without limitation Payments less the Excise Tax, is Tax would be less than the amount of Total the Payments which that would otherwise be payable to the Executive, after all such taxes, Executive without the imposition of the Excise Tax, then, to the extent necessary to eliminate the imposition of the Excise Tax (after and taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code under planin any such other agreement, arrangement contract, understanding, plan or agreementprogram), (i) the cash and non-cash payments and benefits payable under this Agreement to the Executive shall first be reduced (but not below zero), with the executive being provided with the amount of each payment and benefit as calculated by the Employers and given ten (ii10) all other cash and non-cash payments and benefits shall next be reduced (but not below zerobusiness days in which to prioritize the order of reduction of each such payment or benefit); but only if, by reason of any such reduction, the Total Payments with any such reduction, after all such taxes, reduction shall exceed the Total Payments less the Excise Tax without any such reduction, after all such taxes. For purposes of this Section 6.24(f), (Ai) no portion of the Total Payments Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination Termination, shall be taken into account, (Bii) no portion of the Total Payments shall be taken into account which that, in the opinion of tax counsel selected in good faith by the Company Employers, does not constitute a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code, including (without limitation) limitation by reason of Section 280G(b)(4)(A) of the Code, (Ciii) the any payments and/or benefits under this Agreement or otherwise for services to be rendered on or after the effective date of a Change in Control shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (A) and (B) above) such payments and/or benefits in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in the immediately preceding clause (B)ii) of this sentence, and (Div) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's Employers’ independent auditors in accordance with the principles of Sections 280G(d)(3) and (4280G(d)(4) of the Code and the applicable regulations or proposed regulations under the Code. Except as otherwise provided abovein this Section 4(f), the foregoing calculations and determinations shall be made in good faith by the Company Employers and shall be conclusive and binding upon the Executive. If no agreement on the calculations is reached, then the Executive and the Company will cooperate and attempt to agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, the Company will select in good faith a prominent national accounting firm that has no current or recent business relationship with the Companyparties. The Company Employers shall pay all costs and expenses incurred in connection with any such calculations or determinations. Any calculations or determinations made in accordance with this Section 6.2 shall be conclusive and binding on all parties.

Code Section 280G Reduction. Notwithstanding any other provisions of Anything in this Agreement or of in any other agreement, contract, understanding, plan or program program, entered into or maintained by Employer to the Companycontrary notwithstanding, if in the event it shall be determined that any payment or distribution by Employer to or for the benefit received of Executive, whether paid or to be received by the Executive in connection with a Change in Control payable or the termination of the Executive's employment (whether distributed or distributable pursuant to the terms of this Agreement or any other planotherwise (collectively, arrangement or agreement with (a) the Company or any affiliate“Payments”), parent or subsidiary of the Company, (b) any Person whose actions result in a Change in Control, or (c) any Person affiliated with the Company) (all such payments and/or benefits, including the payments and benefits, if any, under this Section 6, being hereinafter referred to as the "Total Payments") would be subject the Executive to the excise tax imposed under by Section 4999 of the Code, on and/or any successor provision or section thereto (such excise tax, together with any interest or penalties incurred by Executive with respect to such excise tax, collectively, the "“Excise Tax"”), and if the amount of such Total Payments, reduced by all federal, state and local taxes applicable with respect thereto, including without limitation Payments less the Excise Tax, is Tax would be less than the amount of Total the Payments which that would otherwise be payable to the Executive, after all such taxes, Executive without the imposition of the Excise Tax, then, to the extent necessary to eliminate the imposition of the Excise Tax (after and taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code under planin any such other agreement, arrangement contract, understanding, plan or agreementprogram), (i) the cash and non-cash payments and benefits payable under this Agreement to Executive shall first be reduced (but not below zero), with Executive being provided with the amount of each payment and benefit as calculated by Employer and given ten (ii10) all other cash and non-cash payments and benefits shall next be reduced (but not below zerobusiness days in which to prioritize the order of reduction of each such payment or benefit); but only if, by reason of any such reduction, the Total Payments with any such reduction, after all such taxes, reduction shall exceed the Total Payments less the Excise Tax without any such reduction, after all such taxes. For purposes of this Section 6.24.9, (Ai) no portion of the Total Payments Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date date of Termination termination, shall be taken into account, (Bii) no portion of the Total Payments shall be taken into account which that, in the opinion of tax counsel selected in good faith by the Company Employer, does not constitute a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code, including (without limitation) limitation by reason of Section 280G(b)(4)(A) of the Code, (Ciii) the any payments and/or benefits under this Agreement or otherwise for services to be rendered on or after the effective date of a Change in Control shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (A) and (B) above) such payments and/or benefits in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in the immediately preceding clause (B)ii) of this sentence, and (Div) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's Employer’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4280G(d)(4) of the Code and the applicable regulations or proposed regulations under the Code. Except as otherwise provided abovein this Section 4.9, the foregoing calculations and determinations shall be made in good faith by Employer and shall be conclusive and binding upon the Company and the Executiveparties. If no agreement on the calculations is reached, then the Executive and the Company will cooperate and attempt to agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, the Company will select in good faith a prominent national accounting firm that has no current or recent business relationship with the Company. The Company Employer shall pay all costs and expenses incurred in connection with any such calculations or determinations. Any calculations or determinations made in accordance with this Section 6.2 shall be conclusive and binding on all parties.

Code Section 280G Reduction. Notwithstanding any other provisions of Anything in this Agreement or of in any other agreement, contract, understanding, plan or program entered into or maintained by the CompanyEmployers to the contrary notwithstanding, if in the event it shall be determined that any payment or benefit received or to be received distribution by the Executive in connection with a Change in Control Employers to or for the termination benefit of the Executive's employment (, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other planotherwise (collectively, arrangement or agreement with (a) the Company or any affiliate“Payments”), parent or subsidiary of the Company, (b) any Person whose actions result in a Change in Control, or (c) any Person affiliated with the Company) (all such payments and/or benefits, including the payments and benefits, if any, under this Section 6, being hereinafter referred to as the "Total Payments") would be subject the Executive to the excise tax imposed under by Section 4999 of the Code, on and/or any successor provision or section thereto (such excise tax, together with any interest or penalties incurred by the "Executive with respect to such excise tax, collectively, the “Excise Tax"”), and if the amount of such Total Payments, reduced by all federal, state and local taxes applicable with respect thereto, including without limitation Payments less the Excise Tax, is Tax would be less than the amount of Total the Payments which that would otherwise be payable to the Executive, after all such taxes, Executive without the imposition of the Excise Tax, then, to the extent necessary to eliminate the imposition of the Excise Tax (after and taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code under planin any such other agreement, arrangement contract, understanding, plan or agreementprogram), (i) the cash and non-cash payments and benefits payable under this Agreement to the Executive shall first be reduced (but not below zero), with the executive being provided with the amount of each payment and benefit as calculated by the Employers and given ten (ii10) all other cash and non-cash payments and benefits shall next be reduced (but not below zerobusiness days in which to prioritize the order of reduction of each such payment or benefit); but only if, by reason of any such reduction, the Total Payments with any such reduction, after all such taxes, reduction shall exceed the Total Payments less the Excise Tax without any such reduction, after all such taxes. For purposes of this Section 6.26.9, (Ai) no portion of the Total Payments Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination Termination, shall be taken into account, (Bii) no portion of the Total Payments shall be taken into account which that, in the opinion of tax counsel selected in good faith by the Company Employers, does not constitute a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code, including (without limitation) limitation by reason of Section 280G(b)(4)(A) of the Code, (Ciii) the any payments and/or benefits under this Agreement or otherwise for services to be rendered on or after the effective date of a Change in Control shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (A) and (B) above) such payments and/or benefits in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in the immediately preceding clause (B)ii) of this sentence, and (Div) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's Employers’ independent auditors in accordance with the principles of Sections 280G(d)(3) and (4280G(d)(4) of the Code and the applicable regulations or proposed regulations under the Code. Except as otherwise provided abovein this Section 6.9, the foregoing calculations and determinations shall be made in good faith by the Company Employers and shall be conclusive and binding upon the Executive. If no agreement on the calculations is reached, then the Executive and the Company will cooperate and attempt to agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, the Company will select in good faith a prominent national accounting firm that has no current or recent business relationship with the Companyparties. The Company Employers shall pay all costs and expenses incurred in connection with any such calculations or determinations. Any calculations or determinations made in accordance with this Section 6.2 shall be conclusive and binding on all parties.

Code Section 280G Reduction. Notwithstanding any other provisions of this Agreement or of any other agreement, contract, understanding, plan or program entered into in to or maintained by the CompanyBank, if any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with (a) the Company Bank or any affiliateAffiliate, parent Parent or subsidiary Subsidiary of the CompanyBank, or (b) any Person whose actions result in a Change in Control, or (c) any Person person affiliated with the CompanyBank or any such person) (all such payments and/or benefits, including the payments and benefits, if any, under this Section 6Agreement, being hereinafter referred to as the "Total Payments") would subject the Executive to the excise tax imposed under Section 4999 of the Code, on any successor section thereto an Excise Tax (the "Excise Tax"as defined below), and if the amount of such Total Payments, reduced by all federal, state and local taxes applicable with respect thereto, including without limitation Payments less the Excise Tax, Tax is less than the maximum amount of Total Payments which would otherwise be payable to the Executive, after all such taxes, Executive without the imposition of the an Excise Tax, then, to the extent necessary to eliminate the imposition of the an Excise Tax (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code under in such other plan, arrangement or agreement), (i) the cash and non-cash payments and benefits payable under this Agreement shall first be reduced (but not below zero), and zero),and (ii) all other cash and non-cash payments and benefits shall next be reduced (but not below zero); but only if, by reason of any such reduction, the Total Payments with any such reduction, after all such taxes, reduction shall exceed the Total Payments without any such reduction, after all such taxes. For purposes of this Section 6.218, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date date of Termination termination of employment shall be taken into account, (B) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected in good faith by the Company Bank does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including (without limitation) by reason of Section 280G(b)(4)(A) of the Code, and (C) the payments and/or benefits under this Agreement shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (A) and (B) above) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in clause (B), and (D) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Total Payments shall be determined by the CompanyBank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Except as otherwise provided above, the foregoing calculations and determinations shall be made in good faith by the Company Bank and the Executive. If no agreement on the calculations is reached, then the Executive and the Company Bank will cooperate and attempt to agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, firm the Company Bank will select in good faith a prominent national accounting firm that which has no current or recent business relationship with the CompanyBank. The Company Bank shall pay all costs and expenses incurred in connection with any such calculations or determinations. Any calculations or determinations made in accordance with this Section 6.2 18 shall be conclusive and binding on all parties.

Code Section 280G Reduction. Notwithstanding any other provisions of Anything in this Agreement or of in any other agreement, contract, understanding, plan or program program, entered into or maintained by Employer to the Companycontrary notwithstanding, if in the event it shall be determined that any payment or distribution by Employer to or for the benefit received of Executive, whether paid or to be received by the Executive in connection with a Change in Control payable or the termination of the Executive's employment (whether distributed or distributable pursuant to the terms of this Agreement or any other planotherwise (collectively, arrangement or agreement with (a) the Company or any affiliate“Payments”), parent or subsidiary of the Company, (b) any Person whose actions result in a Change in Control, or (c) any Person affiliated with the Company) (all such payments and/or benefits, including the payments and benefits, if any, under this Section 6, being hereinafter referred to as the "Total Payments") would be subject the Executive to the excise tax imposed under by Section 4999 of the Code, on and/or any successor provision or section thereto (such excise tax, together with any interest or penalties incurred by Executive with respect to such excise tax, collectively, the "“Excise Tax"”), and if the amount of such Total Payments, reduced by all federal, state and local taxes applicable with respect thereto, including without limitation Payments less the Excise Tax, is Tax would be less than the amount of Total the Payments which that would otherwise be payable to the Executive, after all such taxes, Executive without the imposition of the Excise Tax, then, to the extent necessary to eliminate the imposition of the Excise Tax (after and taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code under planin any such other agreement, arrangement contract, understanding, plan or agreementprogram), (i) the cash and non-cash payments and benefits payable under this Agreement to Executive shall first be reduced (but not below zero), with Executive being provided with the amount of each payment and benefit as calculated by Employer and given ten (ii10) all other cash and non-cash payments and benefits shall next be reduced (but not below zerobusiness days in which to prioritize the order of reduction of each such payment or benefit); but only if, by reason of any such reduction, the Total Payments with any such reduction, after all such taxes, reduction shall exceed the Total Payments less the Excise Tax without any such reduction, after all such taxes. For purposes of this Section 6.24.11, (Ai) no portion of the Total Payments Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date date of Termination termination, shall be taken into account, (Bii) no portion of the Total Payments shall be taken into account which that, in the opinion of tax counsel selected in good faith by the Company Employer, does not constitute a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code, including (without limitation) limitation by reason of Section 280G(b)(4)(A) of the Code, (Ciii) the any payments and/or benefits under this Agreement or otherwise for services to be rendered on or after the effective date of a Change in Control shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (A) and (B) above) such payments and/or benefits in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in the immediately preceding clause (B)ii) of this sentence, and (Div) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's Employer’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4280G(d)(4) of the Code and the applicable regulations or proposed regulations under the Code. Except as otherwise provided abovein this Section 4.11, the foregoing calculations and determinations shall be made in good faith by Employer and shall be conclusive and binding upon the Company and the Executiveparties. If no agreement on the calculations is reached, then the Executive and the Company will cooperate and attempt to agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, the Company will select in good faith a prominent national accounting firm that has no current or recent business relationship with the Company. The Company Employer shall pay all costs and expenses incurred in connection with any such calculations or determinations. Any calculations or determinations made in accordance with this Section 6.2 shall be conclusive and binding on all parties.

Code Section 280G Reduction. Notwithstanding any other provisions of this Agreement or of any other agreement, contract, understanding, plan or program entered into or maintained by the CompanyBank, if any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with (a) the Company Bank or any affiliateAffiliate, parent Parent or subsidiary Subsidiary of the CompanyBank, (b) any Person person whose actions result in a Change in Control, or (c) any Person person affiliated with the CompanyBank or any such person) (all such payments and/or benefits, including the payments and benefits, if any, under this Section 6, being hereinafter referred to as the "Total Payments") would subject the Executive to the excise tax imposed under Section 4999 of the Code, on any successor section thereto (the "an Excise Tax"), and if the amount of such Total Payments, reduced by all federal, state and local taxes applicable with respect thereto, including without limitation Payments less the Excise Tax, Tax is less than the maximum amount of Total Payments which would otherwise be payable to the Executive, after all such taxes, Executive without the imposition of the an Excise Tax, then, to the extent necessary to eliminate the imposition of the an Excise Tax (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code under in such other plan, arrangement or agreement), (i) the cash and non-cash payments and benefits payable under this Agreement shall first be reduced (but not below zero), and (ii) all other cash and non-cash payments and benefits shall next be reduced (but not below zero); but only if, by reason of any such reduction, the Total Payments with any such reduction, after all such taxes, reduction shall exceed the Total Payments without any such reduction, after all such taxes. For purposes of this Section 6.26.9, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination shall be taken into account, (B) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected in good faith by the Company Bank does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including (without limitation) by reason of Section 280G(b)(4)(A) of the Code, (C) the payments and/or benefits under this Agreement shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (A) and (B) above) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in clause (B), and (D) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Total Payments shall be determined by the CompanyBank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Except as otherwise provided above, the foregoing calculations and determinations shall be made in good faith by the Company Bank and the Executive. If no agreement on the calculations is reached, then the Executive and the Company Bank will cooperate and attempt to agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, firm the Company Bank will select in good faith a prominent national accounting firm that which has no current or recent business relationship with the CompanyBank. The Company Bank shall pay all costs and expenses incurred in connection with any such calculations or determinations. Any calculations or determinations made in accordance with this Section 6.2 6.9 shall be conclusive and binding on all parties.

Code Section 280G Reduction. Notwithstanding any other provisions of Anything in this Agreement or of in any other agreement, contract, understanding, plan or program entered into or maintained by the CompanyEmployers to the contrary notwithstanding, if in the event it shall be determined that any payment or benefit received or to be received distribution by the Executive in connection with a Change in Control Employers to or for the termination benefit of the Executive's employment (, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other planotherwise (collectively, arrangement or agreement with (a) the Company or any affiliate, parent or subsidiary of the Company, (b) any Person whose actions result in a Change in Control, or (c) any Person affiliated with the Company) (all such payments and/or benefits, including the payments and benefits, if any, under this Section 6, being hereinafter referred to as the "Total Payments") ), would be subject the Executive to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on and/or any successor provision or section thereto (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, collectively, the "Excise Tax"), and if the amount of such Total Payments, reduced by all federal, state and local taxes applicable with respect thereto, including without limitation Payments less the Excise Tax, is Tax would be less than the amount of Total the Payments which that would otherwise be payable to the Executive, after all such taxes, Executive without the imposition of the Excise Tax, then, to the extent necessary to eliminate the imposition of the Excise Tax (after and taking into account any reduction in the Total Payments provided by reason of Section 280G 2800 of the Code under planin any such other agreement, arrangement contract, understanding, plan or agreementprogram), (i) the cash and non-cash payments and benefits payable under this Agreement to the Executive shall first be reduced (but not below zero), with the executive being provided with the amount of each payment and benefit as calculated by the Employers and given ten (iiI 0) all other cash and non-cash payments and benefits shall next be reduced (but not below zerobusiness days in which to prioritize the order of reduction of each such payment or benefit); but only if, by reason of any such reduction, the Total Payments with any such reduction, after all such taxes, reduction shall exceed the Total Payments less the Excise Tax without any such reduction, after all such taxes. For purposes of this Section 6.24(f), (Ai) no portion of the Total Payments Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination , shall be taken into account, (Bii) no portion of the Total Payments shall be taken into account which that, in the opinion of tax counsel selected in good faith by the Company Employers, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including (without limitation) limitation by reason of Section 280G(b)(4)(A) of the Code, (Ciii) the any payments and/or benefits under this Agreement or otherwise for services to be rendered on or after the effective date of a Change in Control shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (A) and (B) above) such payments and/or benefits in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in the immediately preceding clause (B)ii) of this sentence, and (Div) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's Employers' independent auditors in accordance with the principles of Sections 280G(d)(3) and (4280G(d)(4) of the Code and the applicable regulations or proposed regulations under the Code. Except as otherwise provided abovein this Section 4(f), the foregoing calculations and determinations shall be made in good faith by the Company Employers and shall be conclusive and binding upon the Executive. If no agreement on the calculations is reached, then the Executive and the Company will cooperate and attempt to agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, the Company will select in good faith a prominent national accounting firm that has no current or recent business relationship with the Companyparties. The Company Employers shall pay all costs and expenses incurred in connection with any such calculations or determinations. Any calculations or determinations made in accordance with this Section 6.2 shall be conclusive and binding on all parties.

Code Section 280G Reduction. Notwithstanding any other provisions of this Agreement or of any other agreement, contract, understanding, plan or program entered into or maintained by the CompanyBank, if any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with (a) the Company Bank or any affiliateAffiliate, parent Parent or subsidiary Subsidiary of the CompanyBank, (b) any Person person whose actions result in a Change in Control, or (c) any Person person affiliated with the CompanyBank or any such person) (all such payments and/or benefits, including the payments and benefits, if any, under this Section 6, being hereinafter referred to as the "Total Payments") would subject the Executive to the excise tax imposed under Section 4999 of the Code, on any successor section thereto (the "an Excise Tax"), and if the amount of such Total Payments, reduced by all federal, state and local taxes applicable with respect thereto, including without limitation Payments less the Excise Tax, Tax is less than the maximum amount of Total Payments which would otherwise be payable to the Executive, after all such taxes, Executive without the imposition of the an Excise Tax, then, to the extent necessary to eliminate the imposition of the an Excise Tax (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code under in such other plan, arrangement or agreement), (i) the cash and non-cash payments and benefits payable under this Agreement shall first be reduced (but not below zero), and (ii) all other cash and non-cash payments and benefits shall next be reduced (but not below zero); but only if, by reason of any such reduction, the Total Payments with any such reduction, after all such taxes, reduction shall exceed the Total Payments without any such reduction, after all such taxes. For purposes of this Section 6.26.9, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date date of Termination termination shall be taken into account, (B) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected in good faith by the Company Bank does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including (without limitation) by reason of Section 280G(b)(4)(A) of the Code, (C) the payments and/or benefits under this Agreement shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (A) and (B) above) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in clause (B), and (D) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Total Payments shall be determined by the CompanyBank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Except as otherwise provided above, the foregoing calculations and determinations shall be made in good faith by the Company Bank and the Executive. If no agreement on the calculations is reached, then the Executive and the Company Bank will cooperate and attempt to agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, firm the Company Bank will select in good faith a prominent national accounting firm that which has no current or recent business relationship with the CompanyBank. The Company Bank shall pay all costs and expenses incurred in connection with any such calculations or determinations. Any calculations or determinations made in accordance with this Section 6.2 6.9 shall be conclusive and binding on all parties.

Code Section 280G Reduction. Notwithstanding any other provisions of this Agreement or of any other agreement, contract, understanding, plan or program entered into or maintained by the CompanyBank, if any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with (a) the Company Bank or any affiliateAffiliate, parent Parent or subsidiary Subsidiary of the CompanyBank, (b) any Person person whose actions result in a Change in Control, or (c) any Person person affiliated with the CompanyBank or any such person) (all such payments and/or benefits, including the payments and benefits, if any, under this Section 6, being hereinafter referred to as the "Total Payments") would subject the Executive to the excise tax imposed under Section 4999 of the Code, on any successor section thereto (the "an Excise Tax"), and if the amount of such Total Payments, reduced by all federal, state and local taxes applicable with respect thereto, including without limitation Payments less the Excise Tax, Tax is less than the maximum amount of Total Payments which would otherwise be payable to the Executive, after all such taxes, Executive without the imposition of the an Excise Tax, then, to the extent necessary to eliminate the imposition of the an Excise Tax (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code under in such other plan, arrangement or agreement), (i) the cash and non-cash payments and benefits payable under this Agreement shall first be reduced (but not below zero), and (ii) all other cash and non-cash payments and benefits shall next be reduced (but not below zero); but only if, by reason of any such reduction, the Total Payments with any such reduction, after all such taxes, reduction shall exceed the Total Payments without any such reduction, after all such taxes. For purposes of this Section 6.26.8, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination shall be taken into account, (B) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected in good faith by the Company Bank does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including (without limitation) by reason of Section 280G(b)(4)(A) of the Code, (C) the payments and/or benefits under this Agreement shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (A) and (B) above) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in clause (B), and (D) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Total Payments shall be determined by the CompanyBank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Except as otherwise provided above, the foregoing calculations and determinations shall be made in good faith by the Company Bank and the Executive. If no agreement on the calculations is reached, then the Executive and the Company Bank will cooperate and attempt to agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, firm the Company Bank will select in good faith a prominent national accounting firm that which has no current or recent business relationship with the CompanyBank. The Company Bank shall pay all costs and expenses incurred in connection with any such calculations or determinations. Any calculations or determinations made in accordance with this Section 6.2 6.8 shall be conclusive and binding on all parties.

Code Section 280G Reduction. Notwithstanding any other provisions of Anything in this Agreement or of in any other agreement, contract, understanding, plan or program program, entered into or maintained by Employer to the Companycontrary notwithstanding, if in the event it shall be determined that any payment or distribution by Employer to or for the benefit received of Executive, whether paid or to be received by the Executive in connection with a Change in Control payable or the termination of the Executive's employment (whether distributed or distributable pursuant to the terms of this Agreement or any other planotherwise (collectively, arrangement or agreement with (a) the Company or any affiliate“Payments”), parent or subsidiary of the Company, (b) any Person whose actions result in a Change in Control, or (c) any Person affiliated with the Company) (all such payments and/or benefits, including the payments and benefits, if any, under this Section 6, being hereinafter referred to as the "Total Payments") would be subject the Executive to the excise tax imposed under by Section 4999 of the Code, on and/or any successor provision or section thereto (such excise tax, together with any interest or penalties incurred by Executive with respect to such excise tax, collectively, the "“Excise Tax"”), and if the amount of such Total Payments, reduced by all federal, state and local taxes applicable with respect thereto, including without limitation Payments less the Excise Tax, is Tax would be less than the amount of Total the Payments which that would otherwise be payable to the Executive, after all such taxes, Executive without the imposition of the Excise Tax, then, to the extent necessary to eliminate the imposition of the Excise Tax (after and taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code under planin any such other agreement, arrangement contract, understanding, plan or agreementprogram), (i) the cash and non-cash payments and benefits payable under this Agreement to the Executive shall first be reduced (but not below zero), with Executive being provided with the amount of each payment and benefit as calculated by the Employer and given ten (ii10) all other cash and non-cash payments and benefits shall next be reduced (but not below zerobusiness days in which to prioritize the order of reduction of each such payment or benefit); but only if, by reason of any such reduction, the Total Payments with any such reduction, after all such taxes, reduction shall exceed the Total Payments less the Excise Tax without any such reduction, after all such taxes. For purposes of this Section 6.24.11, (Ai) no portion of the Total Payments Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date date of Termination termination, shall be taken into account, (Bii) no portion of the Total Payments shall be taken into account which that, in the opinion of tax counsel selected in good faith by the Company Employer, does not constitute a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code, including (without limitation) limitation by reason of Section 280G(b)(4)(A) of the Code, (Ciii) the any payments and/or benefits under this Agreement or otherwise for services to be rendered on or after the effective date of a Change in Control shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (A) and (B) above) such payments and/or benefits in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in the immediately preceding clause (B)ii) of this sentence, and (Div) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's Employer’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4280G(d)(4) of the Code and the applicable regulations or proposed regulations under the Code. Except as otherwise provided abovein this Section 4.11, the foregoing calculations and determinations shall be made in good faith by Employer and shall be conclusive and binding upon the Company and the Executiveparties. If no agreement on the calculations is reached, then the Executive and the Company will cooperate and attempt to agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, the Company will select in good faith a prominent national accounting firm that has no current or recent business relationship with the Company. The Company Employer shall pay all costs and expenses incurred in connection with any such calculations or determinations. Any calculations or determinations made in accordance with this Section 6.2 shall be conclusive and binding on all parties.