Common use of Determinations Clause in Contracts

Determinations. Subject to the provisions of Section 11(c), all determinations required to be made under this Section 10, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c)3 below, all determinations required to be made under this Section 10Appendix I, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an independent accounting firm of national or consulting group with nationally recognized standing reasonably selected and substantial expertise and experience in making such determinations retained by the Company prior to the occurrence of a Change in Control for purposes of making the determinations in this Appendix I (the “Accounting 280G Firm”), which . The 280G Firm shall provide detailed supporting calculations to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting 280G Firm shall be borne solely by the Company. Any determination by the Accounting 280G Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting 280G Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that should have been made in accordance with this Appendix I (the amount of such Gross-Up Payments not made, the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) 3 below and the Executive is thereafter is required by a taxing authority to make a payment of any Excise TaxTax as the result of an Underpayment, the Accounting 280G Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c)8.3, all determinations required to be made under this Section 108, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive Employee within 15 fifteen (15) business days of the receipt of written notice from the Executive Employee that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 118, shall be paid by the Company to the Executive Employee within five business fifteen (15) days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) 8.3 and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee.

Determinations. Subject to the provisions of Section 11(c)5.3, all determinations required to be made under this Section 10Article 5, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an the nationally recognized certified public accounting firm of national standing reasonably selected used by the Company immediately prior to the effective date of the Change in Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the Executive (the “"Accounting Firm”"), which . The Accounting Firm shall provide detailed supporting calculations both to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. Subject to Section 5.5 below, any Gross-Up Payment, as determined pursuant to this Section 5.2, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. For purposes of making the calculations required by this Article 5, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. As a result of the possible uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company that should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) 5.3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company Fulton (the “Accounting Firm”"ACCOUNTING FIRM"), which shall provide detailed supporting supxxxxxxg calculations to both the Company Fulton and the Executive within 15 business days of the receipt of written xx xxxtten notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyFulton. Any Gross-Up Payment, as determined pursuant to this Section 117.8, shall be paid by the Company Fulton to the Executive within five business days of the receipt of the Accounting Accounxxxx Firm’s determination and calculations's determination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyFulton. Any determination by the Accounting Firm shall be binding upon the Company bindinx xxxx Fulton and the Executive. As a result of the possible uncertainty in application uncertaintx xx xpplication of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company Fulton that should have been made (“Underpayment”"UNDERPAYMENT"), consistent with the wxxx xxe calculations required to be made hereunder. In the event that the Company Fulton exhausts its remedies pursuant to Section 11(c7.8(c) and the Executive Xxxxxxive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Fulton to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c)) of this Agreement, all determinations required to be made under this Section 1011, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) of this Agreement and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company Fxxxxx (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company Fxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyFxxxxx. Any GrossGxxxx-Up Payment, as determined pursuant to this Section 117.8, shall be paid by the Company Fxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyFxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Fxxxxx and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company Fxxxxx that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Fxxxxx exhausts its remedies pursuant to Section 11(c7.8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Fxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c)5.3, all determinations required to be made under this Section 10Article 5, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an the nationally recognized certified public accounting firm of national standing reasonably selected used by the Company immediately prior to the effective date of the Change in Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations both to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. Subject to Section 5.5 below, any Gross-Up Payment, as determined pursuant to this Section 5.2, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. For purposes of making the calculations required by this Article 5, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. As a result of the possible uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) 5.3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c), all All determinations required to be made under this Section 1013(b), including whether and when a Gross-Up Payment is required and Parachute Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Gross-Up Payment the Reduced Amount, and the assumptions to be utilized in arriving at such determinationdeterminations, shall be made by an independent, nationally recognized accounting firm of national standing reasonably selected by or compensation consulting firm mutually acceptable to the Company and the Executive (the “Accounting Determination Firm”), ) which shall provide detailed supporting calculations both to both the Company and the Executive within 15 business days of after the receipt of written notice from the Executive that there has been a PaymentPayment is due to be made, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Gross-Up Payments will which the Executive was entitled to, but did not receive pursuant to Section 13(b)(1), could have been made by without the Company that should have been made imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) and the Executive thereafter is required to make a payment of any Excise Taxsuch event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveExecutive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Determinations. Subject to the provisions of Section 11(c8.8(c), all determinations required to be made under this Section 108.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company Fxxxxx (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company Fxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyFxxxxx. Any GrossGxxxx-Up Payment, as determined pursuant to this Section 118.8, shall be paid by the Company Fxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyFxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Fxxxxx and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company Fxxxxx that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Fxxxxx exhausts its remedies pursuant to Section 11(c8.8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Fxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c), all All determinations required to be made under this Section 1011, including whether and when a Gross-Up an Excise Tax Adjustment Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationExcise Tax Adjustment Payment, shall be promptly made by an a "big five" accounting firm of national standing reasonably (the "Accounting Firm"), selected by the Company with the Executive's approval (the “which approval shall not be unreasonably withheld or delayed). The Accounting Firm”), which Firm shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days date of the receipt of Payment to which the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveExcise Tax Adjustment Payment relates. As a result of the possible uncertainty in the application of Section 4999 of the Code (or any successor to such Section) at the time of the any initial determination by the Accounting Firm hereunder, it is possible that Gross-Up (x) certain Excise Tax Adjustment Payments will not have been made by the Company that should have been made (“an "Underpayment”"), or (y) certain Excise Tax Adjustment Payments will have been made that should not have been made (an "Overpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) and the Executive thereafter is required to make a payment of any Excise Taxan Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. In the event of an Overpayment, such Overpayment shall be promptly repaid to the Company on an after-tax basis.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company Xxxxxx (the “Accounting Firm”"ACCOUNTING FIRM"), which shall provide detailed supporting calculations to both the Company Xxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyXxxxxx. Any Gross-Up Payment, as determined pursuant to this Section 117.8, shall be paid by the Company Xxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations's determination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyXxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Xxxxxx and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company Xxxxxx that should have been made (“Underpayment”"UNDERPAYMENT"), consistent with the calculations required to be made hereunder. In the event that the Company Xxxxxx exhausts its remedies pursuant to Section 11(c7.8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Xxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c), all determinations required to be made under this Section 1011, including whether and when a Gross-Gross- Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c), all determinations required to be made under this Section 1011, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c)4.1.3, all determinations required to be made under this Section 104, including whether and when a Gross-Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting the professional firm of national standing reasonably selected engaged by the Company for general tax purposes as of the day prior to the Change of Control (the “Accounting Tax Firm”)) will perform any calculations necessary or advisable in compliance with this Section. If the Tax Firm so engaged by the Company is serving as accountant or auditor for the acquiring company, which the Company will appoint a nationally recognized Tax Firm to make the determinations required by this Section. The Tax Firm shall provide detailed supporting calculations to both the Company and the Executive within 15 business forty five (45) days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Gross Up Payment, as determined pursuant to this Section 114, shall be paid by the Company to the Executive within five business thirty (30) days of the receipt of the Accounting Tax Firm’s determination and calculations. All fees and expenses in any event no later the end of the Accounting Firm shall be borne solely by calendar year immediately following the Companycalendar year in which Executive remits the applicable taxes. Any determination by the Accounting Tax Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Tax Firm hereunder, it is possible that Gross-Gross Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) 4.1.3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Tax Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive and in any event no later the Executiveend of the calendar year immediately following the calendar year in which Executive remits the applicable taxes.

Determinations. Subject to the provisions of Section 11(c), all All determinations required to be made under this Section 1013(b), including whether and when a Gross-Up Payment is required and Parachute Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Gross-Up Payment the Reduced Amount, and the assumptions to be utilized in arriving at such determinationdeterminations, shall be made by an independent, nationally recognized accounting firm of national standing reasonably selected by or compensation consulting firm mutually acceptable to the Company and the Executive (the “Accounting Determination Firm”), ) which shall provide detailed supporting calculations both to both the Company and the Executive within 15 business days of after the receipt of written notice from the Executive that there has been a PaymentPayment is due to be made, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Gross-Up Payments will which the Executive was entitled to, but did not receive pursuant to Section 13(b)(i), could have been made by without the Company that should have been made imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) and the Executive thereafter is required to make a payment of any Excise Taxsuch event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveExecutive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Determinations. (i) Prior to the occurrence of any Change in Control, the Company’s independent accounting firm retained by the Company (the “Accounting Firm”) shall determine whether or not, a shareholder vote exemption is available under Q&A 6 of Section 280G of the Code. The Accounting Firm will provide written notice to you and the Company of such determination and any such determination by the Accounting Firm shall be binding upon the Company and you. If the determination by the Accounting Firm is that a a shareholder vote exemption is available under Q&A 6 of Section 280G of the Code, the Company shall solicit such approval in a manner that complies with Q&A 7 of Section 280G of the Code, and the remainder of Section 4 of this Agreement shall no longer apply, and you will not be entitled to any Gross-Up Payment. If the determination by the Accounting Firm is that a a shareholder vote exemption is not available under Q&A 6 of Section 280G of the Code, the remainder of Section 4 of this Agreement shall continue to apply, and you shall be entitled to the Gross-Up Payment in accordance with this Section 4. All fees and expenses of the Accounting Firm shall be borne solely by the Company. (ii) Subject to the provisions of Section 11(c)4(b)(i) above and Section 4(c) below, all determinations required to be made under this Section 104, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Company’s Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations to both the Company and the Executive you within 15 fifteen (15) business days of the receipt of written notice from the Executive you that there has been a Payment, Payment or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executiveyou. As a result of the possible uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c4(c) below and the Executive you are thereafter is required by a taxing authority to make a payment of any Excise TaxTax as the result of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executiveyour benefit.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company Xxxxxx (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company Xxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyXxxxxx. Any GrossXxxxx-Up Payment, as determined pursuant to this Section 117.8, shall be paid by the Company Xxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations's determination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyXxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Xxxxxx and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company Xxxxxx that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Xxxxxx exhausts its remedies pursuant to Section 11(c7.8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Xxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c7.3(c), all determinations required to be made under this Section 107.3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm of national standing reasonably selected designated by the Company Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 117.3, shall be paid by the Company to the Executive within five business (5) days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Section 4999 and Section 409A of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c7.3(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c6.3(c), all determinations required to be made under this Section 106.3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm of national standing reasonably selected designated by the Company Executive (the “"Accounting Firm”"), which shall provide detailed supporting calculations both to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 116.3, shall be paid by the Company to the Executive within five business (5) days of the receipt of the Accounting Firm’s determination and calculations's determination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c6.3(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c3(b), all determinations required to be made under this Section 103(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive Participant within 15 business days of the receipt of written notice from the Executive Participant that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 113(c), shall be paid by the Company to the Executive Participant within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveParticipant. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c3(d) and the Executive Participant thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveParticipant.

Determinations. Subject to the provisions of Section 11(c), all determinations required to be made under this Section 1011, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company Fxxxxx (the “Accounting 11 Firm”), which shall provide detailed supporting calculations to both the Company Fxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyFxxxxx. Any GrossGxxxx-Up Payment, as determined pursuant to this Section 117.8, shall be paid by the Company Fxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyFxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Fxxxxx and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company Fxxxxx that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Fxxxxx exhausts its remedies pursuant to Section 11(c7.8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Fxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c2.5(c), all determinations required to be made under this Section 102.5, including whether and when a Gross-Gross- Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 112.5, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c2.5(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c)1(c) below, all determinations required to be made under this Section 101, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company Ernst & Young LLP (the “Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c1(c) below and the Executive is thereafter is required by a taxing authority to make a payment of any Excise TaxTax as the result of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c8.8(c), all determinations required to be made under this Section 108.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company Xxxxxx (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company Xxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyXxxxxx. Any GrossXxxxx-Up Payment, as determined pursuant to this Section 118.8, shall be paid by the Company Xxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyXxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Xxxxxx and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company Xxxxxx that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Xxxxxx exhausts its remedies pursuant to Section 11(c8.8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Xxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c7.3(c), all determinations required to be made under this Section 107.3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm of national standing reasonably selected designated by the Company Executive (the “"Accounting Firm”), which shall provide detailed supporting calculations both to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 117.3, shall be paid by the Company to the Executive within five business (5) days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Section 4999 and Section 409A of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c7.3(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c5(j)(iii), all determinations required to be made under this Section 105(j), including whether and when a Gross-Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Gross Up Payment, as determined pursuant to this Section 11section, shall be paid by the Company to the Executive within five business (5) days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Gross Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) this section or related sections and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c10(c), all determinations required to be made under this Section 10, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 1110, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c10(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c)6.3, all determinations required to be made under this Section 106, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an the nationally recognized certified public accounting firm of national standing reasonably selected used by the Company immediately prior to the effective date of the Change in Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations both to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. Subject to Section 6.5 below, any Gross-Up Payment, as determined pursuant to this Section 6.2, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. For purposes of making the calculations required by this Section 6, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. As a result of the possible uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) 6.3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company Fulton (the “Accounting Firm”"ACCOUNTING FIRM"), which shall provide detailed supporting supxxxxxxg calculations to both the Company Fulton and the Executive within 15 business days of the receipt of written xx xxxtten notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyFulton. Any Gross-Up Payment, as determined pursuant to this Section 11Secxxxx 0.8, shall be paid by the Company Fulton to the Executive within five business days of the receipt of the Accounting Axxxxxxing Firm’s determination and calculations's determination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyFulton. Any determination by the Accounting Firm shall be binding upon the Company bindinx xxxx Fulton and the Executive. As a result of the possible uncertainty in application uncertaintx xx xpplication of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company Fulton that should have been made (“Underpayment”"UNDERPAYMENT"), consistent with the wxxx xxe calculations required to be made hereunder. In the event that the Company Fulton exhausts its remedies pursuant to Section 11(c7.8(c) and the Executive Xxxxxxive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Fulton to or for the benefit of the Executive.