Common use of Determination of Parachute Payments Subject to the Excise Tax Clause in Contracts

Determination of Parachute Payments Subject to the Excise Tax. Any payments or benefits received or to be received by the Employee in connection with a Change in Control or the Employee's termination of employment (whether under the terms of this Agreement or any benefit plan or arrangement with First Financial Corporation, the Bank, any person whose actions result in a Change in Control or any person affiliated with First Financial Corporation, the Bank or such person) shall be treated as "parachute Payments" within the meaning of Code Section 280G(b)(2), and all "excess parachute payments" within the meaning of Code Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the nationally recognized certified public accounting firm, retained by the Bank or First Financial Corporation as of the date immediately before the change in Control (the "Accounting Firm"), such payments or benefits do not constitute, in whole or in part, parachute payments, or such excess parachute payments represent, in whole or in part, reasonable compensation for services actually rendered within the meaning of Code Section 280G(b)(4) or are otherwise not subject to the Excise Tax.

Determination of Parachute Payments Subject to the Excise Tax. Any payments or benefits received or to be received by the Employee in connection with a Change in Control or the Employee's ’s termination of employment in connection with a Change in Control, or within 12 months after a Change in Control (whether under the terms of this Agreement or any benefit plan or arrangement with First Financial Corporation, Corporation or the Bank, any person whose actions result in a Change in Control or any person affiliated with First Financial Corporation, the Bank or such person) shall be treated as "“parachute Payments" payments” within the meaning of Code Section 280G(b)(2), and all "“excess parachute payments" ” within the meaning of Code Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the nationally nationally-recognized certified public accounting firm, retained by the Bank or First Financial Corporation as of the date immediately before the change Change in Control (the "“Accounting Firm"”), such payments or benefits do not constitute, in whole or in part, parachute payments, or such excess parachute payments represent, in whole or in part, reasonable compensation for services actually rendered within the meaning of Code Section 280G(b)(4) or are otherwise not subject to the Excise Tax.

Determination of Parachute Payments Subject to the Excise Tax. Any payments or benefits received or to be received by the Employee in connection with a Change in Control or the Employee's termination of employment (whether under the terms of this Agreement or any benefit plan or arrangement with First Financial Corporation, the Bank, any person whose actions result in a Change in Control or any person affiliated with First Financial Corporation, the Bank or such person) shall be treated as "parachute Paymentspayments" within the meaning of Code Section 280G(b)(2), and all "excess parachute payments" within the meaning of Code Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the nationally nationally-recognized certified public accounting firm, retained by the Bank or First Financial Corporation as of the date immediately before the change in Control (the "Accounting Firm"), such payments or benefits do not constitute, in whole or in part, parachute payments, or such excess parachute payments represent, in whole or in part, reasonable compensation for services actually rendered within the meaning of Code Section 280G(b)(4) or are otherwise not subject to the Excise Tax.