Common use of Excess Parachute Payment Clause in Contracts

Excess Parachute Payment. In the event that any payment or benefit received or to be received by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement by the Company, any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, both within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code") (collectively all such payments are hereinafter referred to as the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result of Section 280G and/or 4999 of the Code, as in effect at such time, no change shall be made to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code. It is the Company's intention that Executive's net after-tax position be identical to that which would have obtained had Sections 280G and 4999 not been part of the Code. For purposes of implementing this Section 6.2, (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Total Payments, shall be taken into account, and (ii) the value of any non-cash benefit or any deferred cash payment 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.

Excess Parachute Payment. In If all or any portion of the event that any payment or benefit received or to be received by Executive in connection with a Change of Control, whether amounts payable pursuant to the terms of Executive under this Agreement Agreement, either alone or any together with other planpayments which the Executive has the right to receive from the Bank, arrangement or agreement by the Company, any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, both constitute “excess parachute payments” within the meaning of Section 1504 280G of the Internal Revenue Code of 1986, as amended (the "“Code") (collectively all such payments ”), that are hereinafter referred to as the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result of Section 280G and/or 4999 of the Code, as in effect at such time, no change shall be made subject to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code. It Code (or similar tax and/or assessment), the Bank shall be responsible for the payment of such excise tax such that the Executive is in the Company's intention that Executive's net same after-tax position as if there were no excise tax (a “gross-up”), and the Bank (and its successor) shall be identical to that which would have obtained had Sections 280G and 4999 not been part responsible for any loss of deductibility related thereto. The determination of the Codeamount of any such excise taxes shall be made by the independent accounting firm employed by the Bank immediately prior to the Change in Control. For purposes If at a later date it is determined (pursuant to final regulations or published rulings of implementing the IRS, final judgment of a court of competent jurisdiction or otherwise) the amount of excise taxes payable by the Executive is greater than the amount initially determined, then the Bank (or its successor) shall pay the Executive an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts. The “gross-up” payment described in this Section 6.22.5.3 shall expire on December 31, (i) no portion2017, if any, of following which the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Total Paymentssole responsibility for any excise tax, shall be taken into accountincome tax, and (ii) the value of any non-cash benefit other penalty or any deferred cash tax associated with a payment 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.made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Excess Parachute Payment. In If Executive incurs the event that any payment or benefit received or to be received tax (the “Excise Tax”) imposed by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement by the Company, any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, both within the meaning of Section 1504 4999 of the Internal Revenue Code of 1986, as amended 1986 (the "“Code"”) (collectively all such payments are hereinafter referred to as on “excess parachute payments” within the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result meaning of Section 280G and/or 4999 280G(b)(1) of the Code, as in effect at such time, no change shall be made to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid Company will pay to Executive an amount such that the net amount retained by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to after deduction of any other paymentExcise Tax on the excess parachute payment and any federal, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereonand employment taxes (together with penalties and interest) from and Excise Tax upon the payment provided for by this sentence, will be equal to the Severance Amount. In addition, if pursuant to the immediately preceding sentence a full gross up payment is not made to Executive for the entire amount of Excise Tax (Band any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payment provided for in the immediately preceding sentence) incurred by Executive in connection with the first event constituting a Change in Control, then the Company will pay to Executive an additional amount that, after taking into account the amount obtained payable pursuant to the immediately preceding sentence, will completely gross up the Executive for the entire amount of Excise Tax (and for any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payments provided for by subtracting from 1.00 this Subparagraph 8(b)(i)); provided, however, that any payment made pursuant to this sentence will not exceed an amount equal to twice the rate of excise tax then imposed by Section 4999 of the Code. It is the Company's intention that Executive's net after-tax position be identical to that which would have obtained had Sections 280G and 4999 not been part of the Code. For purposes of implementing this Section 6.2’s Base Salary or Adjusted Base Salary, (i) no portionas applicable, if any, of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing effect immediately prior to the date of payment of the Total Change in Control. The payments made pursuant to this Subparagraph 8(b)(i) are collectively referred to herein as the “Gross Up Payments, shall be taken into account, and (ii”. It is the intent that the Gross Up Payments provided for by this Subparagraph 8(b)(i) the value of any non-cash benefit or any deferred cash payment included place Executive in the Total Payments shall be determined same position Executive would have been in had no Excise Tax been imposed, subject to the limitation on the Gross Up Payment provided for in the second sentence of this Subparagraph 8(b)(i) by the Company's independent auditors in accordance with the principles proviso of Sections 280G(d)(3) and (4) of the Codesuch sentence.

Excess Parachute Payment. In If Executive incurs the event that any payment or benefit received or to be received tax (the "Excise Tax") imposed by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement by the Company, any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, both within the meaning of Section 1504 4999 of the Internal Revenue Code of 1986, as amended 1986 (the "Code") (collectively all such payments are hereinafter referred to as on "excess parachute payments" within the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result meaning of Section 280G and/or 4999 280G(b)(1) of the Code, as in effect at such time, no change shall be made to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid Company will pay to Executive an amount such that the net amount retained by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to after deduction of any other paymentExcise Tax on the excess parachute payment and any federal, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereonand employment taxes (together with penalties and interest) from and Excise Tax upon the payment provided for by this sentence, will be equal to the Severance Amount. In addition, if pursuant to the immediately preceding sentence a full gross up payment is not made to Executive for the entire amount of Excise Tax (Band any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payment provided for in the immediately preceding sentence) incurred by Executive in connection with the first event constituting a Change in Control, then the Company will pay to Executive an additional amount that, after taking into account the amount obtained payable pursuant to the immediately preceding sentence, will completely gross up the Executive for the entire amount of Excise Tax (and for any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payments provided for by subtracting from 1.00 this Subparagraph 8(b)(i)); provided, however, that any payment made pursuant to this sentence will not exceed an amount equal to twice the rate of excise tax then imposed by Section 4999 of the Code. It is the Company's intention that Executive's net after-tax position be identical to that which would have obtained had Sections 280G and 4999 not been part of the Code. For purposes of implementing this Section 6.2Base Salary or Adjusted Base Salary, (i) no portionas applicable, if any, of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing effect immediately prior to the date of payment of the Total Change in Control. The payments made pursuant to this Subparagraph 8(b)(i) are collectively referred to herein as the "Gross Up Payments, shall be taken into account, and (ii". It is the intent that the Gross Up Payments provided for by this Subparagraph 8(b)(i) the value of any non-cash benefit or any deferred cash payment included place Executive in the Total Payments shall be determined same position Executive would have been in had no Excise Tax been imposed, subject to the limitation on the Gross Up Payment provided for in the second sentence of this Subparagraph 8(b)(i) by the Company's independent auditors proviso of such sentence. Subparagraph 8(b)(ii) is hereby deleted in accordance its entirety and replaced with the principles of Sections 280G(d)(3) and (4) of the Code.following:

Excess Parachute Payment. In If it is determined, in the event opinion of the Bank's independent accountants, in consultation, if necessary, with the Bank's independent legal counsel, that any payment or benefit received or amount paid under this Agreement due to be received by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement either separately or in conjunction with any other planpayments, arrangement or agreement benefits and entitlements received by the Company, any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting Executive in respect of a Change of ControlControl under any other plan or agreement under which the Executive participates or to which he is a party, both within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code") (collectively all such payments are hereinafter referred to as the "Total Payments") is deemed to be would constitute an "Excess Parachute Payment" (in whole or in part) to Executive as a result within the meaning of Section 280G and/or 4999 of the Code, as in effect at such time, no change shall and thereby be made subject to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code. It is Code (the Company's intention that Executive's net after-tax position be identical to that which would have obtained had Sections 280G and 4999 not been part of "Excise Tax"), then in such event the Code. For purposes of implementing this Section 6.2, (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive Bank shall have effectively waived in writing prior pay to the date Executive a "grossing-up" amount equal to the amount of such Excise Tax, plus all federal and state income or other taxes with respect to the payment of the Total Paymentsamount of such Excise Tax, including all such taxes with respect to any such grossing-up amount. If, at a later date, the Internal Revenue Service assesses a deficiency against the Executive for the Excise Tax which is greater than that which was determined at the time such amounts were paid, then the Bank shall pay to the Executive the amount of such unreimbursed Excise Tax plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a result of such assessment, including all such taxes with respect to any such additional amount. The highest marginal tax rate applicable to individuals at the time of the payment of such amounts will be used for purposes of determining the federal and state income and other taxes with respect thereto. The Bank shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, state or local taxes then required to be withheld with respect to the amount paid hereunder. Computations of the amount of any grossing-up supplemental compensation paid under this subparagraph shall be taken into account, and (ii) the value of any non-cash benefit or any deferred cash payment included in the Total Payments shall be determined conclusively made by the CompanyBank's independent auditors accountants, in accordance consultation, if necessary, with the principles Bank's independent legal counsel. If, after the Executive receives any gross-up payments or other amount pursuant to this Section 7.3, the Executive receives any refund with respect to the Excise Tax, the Executive shall promptly pay the Bank the amount of Sections 280G(d)(3such refund within ten (10) and (4) days of receipt by the CodeExecutive.

Excess Parachute Payment. In the event If it is determined that any payment amount, right or benefit received paid or payable (or otherwise provided or to be received provided) to Executive by Executive in connection with a Change or on behalf of Control, whether payable pursuant the Company or any of its Affiliates (or any successor to the terms Company or any of its Affiliates) under this Agreement or any other plan, program or arrangement under which Executive participates or agreement by is a party (collectively, the Company“Payments”), any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, both would constitute an “excess parachute payment” within the meaning of Section 1504 280G of the Internal Revenue Code of 1986, as amended (the "“Code") (collectively all such payments are hereinafter referred to as the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result of Section 280G and/or 4999 of the Code”), as in effect at such time, no change shall be made subject to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code. It Code (the “Excise Tax”), then the Company shall pay Executive an additional payment (the “Excise Tax Gross-Up Payment”) equal to the amount of the excise taxes which Executive is required to pay as a result of any “parachute payments” as defined in Section 280G(b)(1) of the Code made to Executive by or on behalf of the Company's intention that Executive's net after, any Affiliate, or any successor of either. In addition to the foregoing, the Excise Tax Gross-tax position Up Payment due to Executive under this Section 7.8 shall be identical to that which would have obtained had Sections 280G increased by the aggregate of the amount of federal, state and 4999 not been part local income, excise (excluding any excise taxes under Section 409A of the Code. For purposes ) and penalty taxes, and any interest on any of implementing the foregoing, for which Executive will be liable on account of the Excise Tax Gross-Up Payment to be made under this Section 6.27.8, such that Executive will receive the Excise Tax Gross-Up Payment net of all income, excise (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Total Payments, shall be taken into account, and (ii) the value of excluding any non-cash benefit or any deferred cash payment 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) excise taxes under Section 409A of the Code.) and penalty taxes, and any interest on any of the foregoing, imposed on Executive on account of the receipt of the Excise Tax Gross-Up Payment. The computation of the Excise Tax Gross-Up Payment shall be determined, at the expense of the Company or its successor, by an independent

Excess Parachute Payment. In If it is determined, in the event opinion of the Company's independent accountants, in consultation, if necessary, with the Company's independent legal counsel, that any payment or benefit received or amount paid under this Agreement due to be received by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement either separately or in conjunction with any other planpayments, arrangement or agreement benefits and entitlements received by the Company, any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting Executive in respect of a Change of ControlControl under any other plan or agreement under which the Executive participates or to which he is a party, both within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code") (collectively all such payments are hereinafter referred to as the "Total Payments") is deemed to be would constitute an "Excess Parachute Payment" (in whole or in part) to Executive as a result within the meaning of Section 280G and/or 4999 of the Code, as in effect at such time, no change shall and thereby be made subject to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code. It is Code (the Company's intention that Executive's net after-tax position be identical to that which would have obtained had Sections 280G and 4999 not been part of "Excise Tax"), then in such event the Code. For purposes of implementing this Section 6.2, (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive Company shall have effectively waived in writing prior pay to the date Executive a "grossing-up" amount equal to the amount of such Excise Tax, plus all federal and state income or other taxes with respect to the payment of the Total Paymentsamount of such Excise Tax, including all such taxes with respect to any such grossing-up amount. If, at a later date, the Internal Revenue Service assesses a deficiency against the Executive for the Excise Tax which is greater than that which was determined at the time such amounts were paid, then the Company shall pay to the Executive the amount of such unreimbursed Excise Tax plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a result of such assessment, including all such taxes with respect to any such additional amount. The highest marginal tax rate applicable to individuals at the time of the payment of such amounts will be used for purposes of determining the federal and state income and other taxes with respect thereto. The Company shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, state or local taxes then required to be withheld with respect to the amount paid hereunder. Computations of the amount of any grossing-up supplemental compensation paid under this subparagraph shall be taken into account, and (ii) the value of any non-cash benefit or any deferred cash payment included in the Total Payments shall be determined conclusively made by the Company's independent auditors accountants, in accordance consultation, if necessary, with the principles Company's independent legal counsel. If, after the Executive receives any gross-up payments or other amount pursuant to this Section 7.3, the Executive receives any refund with respect to the Excise Tax, the Executive shall promptly pay the Company the amount of Sections 280G(d)(3such refund within ten (10) and (4) days of receipt by the CodeExecutive.

Excess Parachute Payment. In If Executive incurs the event that any payment or benefit received or to be received tax (the "Excise Tax") imposed by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement by the Company, any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, both within the meaning of Section 1504 4999 of the Internal Revenue Code of 1986, as amended 1986 (the "Code") (collectively all such payments are hereinafter referred to as on "excess parachute payments" within the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result meaning of Section 280G and/or 4999 280G(b)(1) of the Code, as in effect at such time, no change shall be made to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid Company will pay to Executive an amount such that the net amount retained by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to after deduction of any other paymentExcise Tax on the excess parachute payment and any federal, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereonand employment taxes (together with penalties and interest) from and Excise Tax upon the payment provided for by this sentence, will be equal to the Severance Amount. In addition, if pursuant to the immediately preceding sentence a full gross up payment is not made to Executive for the entire amount of Excise Tax (Band any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payment provided for in the immediately preceding sentence) incurred by Executive in connection with the first event constituting a Change in Control, then the Company will pay to Executive an additional amount that, after taking into account the amount obtained payable pursuant to the immediately preceding sentence, will completely gross up the Executive for the entire amount of Excise Tax (and for any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payments provided for by subtracting from 1.00 this Subparagraph 8(b)(i)); provided, however, that any payment made pursuant to this sentence will not exceed an amount equal to twice the rate of excise tax then imposed by Section 4999 of the Code. It is the Company's intention that Executive's net after-tax position be identical to that which would have obtained had Sections 280G and 4999 not been part of the Code. For purposes of implementing this Section 6.2Base Salary or Adjusted Base Salary, (i) no portionas applicable, if any, of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing effect immediately prior to the date of payment of the Total Change in Control. The payments made pursuant to this Subparagraph 8(b)(i) are collectively referred to herein as the "Gross Up Payments, shall be taken into account, and (ii". It is the intent that the Gross Up Payments provided for by this Subparagraph 8(b)(i) the value of any non-cash benefit or any deferred cash payment included place Executive in the Total Payments shall be determined same position Executive would have been in had no Excise Tax been imposed, subject to the limitation on the Gross Up Payment provided for in the second sentence of this Subparagraph 8(b)(i) by the Company's independent auditors in accordance with the principles proviso of Sections 280G(d)(3) and (4) of the Codesuch sentence.

Excess Parachute Payment. In the event it shall be determined that any payment or distribution or benefit received or to be received by Executive in connection with a Change of Control, whether payable Schein pursuant to the terms of this Agreement or any other plan, arrangement payment or agreement distribution or benefit made or provided by the Company, any predecessor or successor to the Company or any corporation affiliated with of its affiliates, to or for the Company or which becomes so affiliated pursuant benefit of Schein (a "Payment") would be subject to the transactions resulting in a Change of Control, both within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code") (collectively all such payments are hereinafter referred to as the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result of Section 280G and/or 4999 of the Code, as in effect at such time, no change shall be made to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the United States Internal Revenue Code (the "Code"), or any interest or penalties are incurred by Schein with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the "Excise Tax"), then Schein shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Schein of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Schein retains an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any deductions actually disallowed under Section 68 of the Code solely as a direct result of the inclusion of the Gross-Up Payment in the Executive's adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. It is In the event the Company's intention that Executive's net after-tax position be identical to that which would have obtained had Sections 280G and 4999 not been part of the Code. For purposes of implementing this Section 6.2, (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of ’s payment of the Total PaymentsGross-Up Payment would cause the payment cap described in Section 8(g) below (the “Cap”) to be exceeded, then Schein shall be taken into accountdeemed to have automatically waived his right to receive the Gross-Up Payment to the extent by which the Gross-Up Payment exceeds the Cap. In such an event, Schein shall remain directly liable for payment of the amount by which the Excise Tax exceeds the Cap and (ii) the value Company shall have no liability for such payment. In the event that the aggregate amount of any non-cash benefit or any deferred cash payment included in the Total Payments shall be determined by the Company's independent auditors ’s payments (or payment obligations) pursuant to Sections 8(b) through 8(d) would be in accordance excess of the Cap, then this Section 8(e) shall automatically be deemed cancelled and the Company shall have no liability for the Gross-Up Payment. In the event that the Company’s obligation to pay the Gross-Up Payment is limited or cancelled in its entirety, the Company and Schein shall cooperate with each other in good faith in connection with the principles determination as to whether an Excise Tax is due and the amount of Sections 280G(d)(3) and (4) of the Codesuch Excise Tax.

Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, if, in the opinion of independent tax accountants or counsel selected, retained, and paid for by the Companies and reasonably acceptable to the Executive ("Tax Counsel"), any of the compensation or benefits payable, or to be provided, to Executive by the Companies under this Agreement would be treated as an excess parachute payment ("Excess Payment") as defined in Section 280G(b)(1) of the Code (whether alone or in conjunction with payments or benefits by the Companies outside of this Agreement), the Companies shall direct Tax Counsel to determine and compare (i) Executive's net income after Executive's payment of all federal, state, and local taxes assuming that all of the compensation and benefits payable by the Companies under this Agreement and all such other arrangements are paid to Executive and Executive pays the "Excise Tax" (as imposed under Code Section 4999); and (ii) Executive's net income after payment of all federal, state and local taxes assuming that the total amount of compensation and benefits payable by the Companies under this Agreement and all such other arrangements is reduced such that no Excess Payment results and the Excise Tax is not triggered. If the amount calculated under (ii) above is less than the amount calculated under (i) above, then the full amount due from the Companies under all such arrangements shall be payable to Executive. If the amount calculated under (ii) above is not less than the amount calculated under (i) above, then the total amount of compensation and benefits payable under all such arrangements shall be reduced, as provided below, such that Executive shall receive no Excess Payment and shall have no personal liability for Excise Tax. In the event that any payment or benefit received or to be received by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement by the Company, any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, both within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code") (collectively all such payments are hereinafter referred to as the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result of Section 280G and/or 4999 of the Code, as in effect at such time, no change shall be made to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of any payments, including any benefits, which would be payable to or for the "Excess Parachute Payment" received by benefit of Executive (determined without regard under this Agreement must be modified or reduced to any payments made to Executive pursuant to comply with this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local2.4.4, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code. It is the Company's intention that Executive's net after-tax position be identical to that which would have obtained had Sections 280G and 4999 not been part of the Code. For purposes of implementing this Section 6.2, (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing prior direct which payments are to the date of payment of the Total Payments, shall be taken into account, and (ii) the value of any non-cash benefit modified or any deferred cash payment 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.reduced. This

Excess Parachute Payment. In If Executive incurs the event that any payment or benefit received or to be received tax (the "Excise Tax") imposed by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement by the Company, any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, both within the meaning of Section 1504 4999 of the Internal Revenue Code of 1986, as amended 1986 (the "Code") (collectively all such payments are hereinafter referred to as on "excess parachute payments" within the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result meaning of Section 280G and/or 4999 280G(b)(1) of the Code, as in effect at Code (whether such time, no change shall be made to the Total Payments to be made in connection with the Change excess parachute payments arise out of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunderthis Agreement or otherwise), the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, will pay to Executive an amount such that the net amount retained by Executive, in addition to after deduction of any other paymentExcise Tax on the excess parachute payment and any federal, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereonand employment taxes (together with penalties and interest) from and Excise Tax upon the payment provided for by this sentence, will be equal to the Severance Amount. In addition, if pursuant to the immediately preceding sentence a full gross up payment is not made to Executive for the entire amount of Excise Tax (Band any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payment provided for in the immediately preceding sentence) incurred by Executive in connection with the first event constituting a Change in Control, then the Company will pay to Executive an additional amount that, after taking into account the amount obtained payable pursuant to the immediately preceding sentence, will completely gross up the Executive for the entire amount of Excise Tax (and for any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payments provided for by subtracting from 1.00 this Subparagraph 8(b)(i)); provided, however, that any payment made pursuant to this sentence will not exceed an amount equal to twice the rate of excise tax then imposed by Section 4999 of the Code. It is the Company's intention that Executive's net after-tax position be identical to that which would have obtained had Sections 280G and 4999 not been part of the Code. For purposes of implementing this Section 6.2Base Salary or Adjusted Base Salary, (i) no portionas applicable, if any, of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing effect immediately prior to the date of payment of the Total Change in Control. The payments made pursuant to this Subparagraph 8(b)(i) are collectively referred to herein as the "Gross Up Payments, shall be taken into account, and (ii". It is the intent that the Gross Up Payments provided for by this Subparagraph 8(b)(i) the value of any non-cash benefit or any deferred cash payment included place Executive in the Total Payments shall be determined same position Executive would have been in had no Excise Tax been imposed, subject to the limitation on the Gross Up Payment provided for in the second sentence of this Subparagraph 8(b)(i) by the Company's independent auditors proviso of such sentence. Subparagraph 8(b)(ii) is hereby deleted in accordance its entirety and replaced with the principles of Sections 280G(d)(3) and (4) of the Code.following:

Excess Parachute Payment. In each calendar year that Executive is entitled to receive payments or benefits under the event that provisions of this Agreement, the Company shall determine if an excess parachute payment (as defined in Section 4999 of the Code) exists. Such determination shall be made after taking any payment or benefit received or reductions permitted pursuant to Section 280G of the Code and the regulations thereunder. Any amount determined to be received by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement by the Company, any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, both within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code") (collectively all an excess parachute payment after taking into account such payments are hereinafter reductions shall be hereafter referred to as the "Total Payments") is deemed to be an "Initial Excess Parachute Payment." As soon as practicable after a Change in Control, the Initial Excess Parachute Payment shall be determined. Upon the Date of Termination following a Change in Control, the Company shall pay Executive, subject to applicable withholding requirements under applicable state or federal law, an amount equal to: (a) twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the tax imposed under Section 4999 of the Code); and (b) such additional amount (tax allowance) as may be necessary to compensate Executive for the payment by Executive of state and federal income and excise taxes on the payment provided under clause (1) and on any payments under this Clause (2). In computing such tax allowance, the payment to be made under Clause (1) shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate divided by (1 minus Tax Rate) The "Tax Rate" for purposes of computing the GUP shall be the sum of the highest marginal federal and state income and employment-related tax rates, including any applicable excise tax rates, applicable to the Executive in whole the year in which the payment under Clause (a) is made. (c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which Executive is a party that the excess parachute payment as defined in part) to Executive as a result of Section 280G and/or 4999 of the Code, reduced as in effect at such timedescribed above, no change shall be made to is more than the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Initial Excess Parachute Payment is made, pay (such different amount being hereafter referred to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of as the "Determinative Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2") and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code. It is the Company's intention that Executive's net after-tax position be identical to that which would have obtained had Sections 280G and 4999 not been part of the Code. For purposes of implementing this Section 6.2, (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Total Payments, shall be taken into account, and (ii) the value of any non-cash benefit or any deferred cash payment included in the Total Payments shall be determined by the Company's independent auditors accountants shall determine the amount (the "Adjustment Amount") the Company must pay to the Executive in accordance with order to put the principles of Sections 280G(d)(3) and (4) Executive in the same position as the Executive would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, independent accountants of the CodeCompany shall take into account any and all taxes (including any penalties and interest) paid by or for Executive or refunded to Executive or for Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Company shall pay the Adjustment Amount to Executive. In no event however, shall Executive make any payment under this paragraph to the Company.

Excess Parachute Payment. In the event that any payment or benefit received or to be received by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement by the Company, any predecessor or successor to the Company or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, both within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code") (collectively all such payments are hereinafter referred to as the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result of Section 280G and/or 4999 of the Code, as in effect at such time, no change shall be made to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code. It is the Company's intention that Executive's net after-tax position be identical to that which would have obtained had Sections 280G and 4999 not been part of the Code. For purposes of implementing this Section 6.2, (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Total Payments, shall be taken into account, and (ii) the value of any non-cash benefit or any deferred cash payment 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.