Common use of Excise Tax Indemnification Clause in Contracts

Excise Tax Indemnification. (a) This section 11 shall apply if the Officer’s employment is terminated in circumstances giving rise to liability for excise taxes under section 4999 of the Code. If this Section 11 applies, then, if for any taxable year, the Officer shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company to (or for the benefit of) the Officer, the Holding Company shall pay to the Officer an amount equal to X deter­mined under the following formula: where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 11; FI = the highest marginal rate of income tax applicable to the Officer under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer under all appli­cable state and local laws for the taxable year in ques­tion; and M = the highest marginal rate of Medicare tax applicable to the Officer under the Code for the taxable year in question. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Officer under the terms of this Agree­ment, or otherwise, and on which an excise tax under sec­tion 4999 of the Code will be assessed, the payment determined under this section 11(a) shall be made to the Officer on the earlier of (i) the date the Holding Company or any direct or indirect subsidiary or affiliate of the Holding Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Officer. (b) Notwithstanding anything in this section 11 to the contrary, in the event that the Officer’s liability for the excise tax under section 4999 of the Code for a taxable year is subse­quently determined to be different than the amount deter­mined by the formula (X + P) x E, where X, P and E have the meanings provided in section 11(a), the Officer or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such ex­cise tax is final­ly determined, an appropriate amount, plus interest, such that the payment made under section 11(a), when increased by the amount of the payment made to the Officer under this section 11(b) by the Holding Company, or when reduced by the amount of the payment made to the Company under this section 11(b) by the Officer, equals the amount that should have properly been paid to the Officer under section 11(a). The interest paid under this section 11(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Officer under this section 11, the Officer shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Any payment pursuant to this Section 11(b) shall in any case be made no later than the last day of the calendar year following the calendar year in which any additional taxes for which the payment is to be made are remitted to the Internal Revenue Service. (c) The provisions of this section 11 are designed to reflect the provisions of applicable federal, state and local tax laws in effect on the date of this Agreement. If, after the date hereof, there shall be any change in any such laws, this section 11 shall be modified in such manner as the Officer and the Holding Company may mutually agree upon if and to the extent necessary to assure that the Officer is fully indemnified against the economic effects of the tax imposed under section 4999 of the Code or any similar federal, state or local tax.

Excise Tax Indemnification. (a) This section 11 shall apply if If Mx. Xxxxx’x employment terminates under circumstances entitling him (or in the Officer’s employment is terminated in circumstances giving rise event of his death, his estate) to liability for excise taxes under section 4999 of the Code. If this Section 11 applies, then, if for any taxable yearAdditional Termination Entitlements, the Officer shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company to (or for the benefit of) the Officer, the Holding Company shall pay to Mx. Xxxxx (or in the Officer event of his death, his estate) an additional amount equal intended to X deter­mined indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the “Tax Indemnity Payment”). The Tax Indemnity Payment shall be determined under the following formula: X = E x P 1-[(FI x (1-SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 1116; FI = the highest marginal rate of income tax applicable to the Officer Mx. Xxxxx under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer Mx. Xxxxx under all appli­cable applicable state and local laws for the taxable year in ques­tionquestion; and M = the highest marginal rate of Medicare tax applicable to the Officer Mx. Xxxxx under the Code for the taxable year in question. Such computation shall be made at the expense of the Company by a member of the firm of Txxxxxx Xxxxxxxx & Wxxx, or by an attorney or a firm of independent certified public accountants selected by Mx. Xxxxx and reasonably satisfactory to the Company (the “Tax Advisor”) and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in ownership of a substantial portion of assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a “280G Change of Control”); (ii) that all direct or indirect payments made to or benefits conferred upon Mx. Xxxxx on account of his termination of employment are “parachute payments” within the meaning of section 280G of the Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to Mx. Xxxxx’x termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Officer under the terms purposes of this Agree­ment, or otherwise, and on which an excise tax under sec­tion 4999 section 280G of the Code will be assessedCode, the payment determined under this section 11(a) Tax Indemnity Payment shall be made to the Officer Mx. Xxxxx on the earlier of (i) the date the Holding Company Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by Mx. Xxxxx, unless, prior to such date, the OfficerCompany delivers to Mx. Xxxxx the written opinion, in form and substance reasonably satisfactory to Mx. Xxxxx, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to Mx. Xxxxx, to the effect that Mx. Xxxxx has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the “Opinion Letter”). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this section 11 to the contrary, in In the event that the Officer’s Mx. Xxxxx’x liability for the excise tax under section 4999 of the Code for a taxable year is subse­quently subsequently determined to be different than the amount deter­mined by with respect to which the formula (X + P) x ETax Indemnity Payment is made, where X, P and E have the meanings provided in section 11(a), the Officer Mx. Xxxxx or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such ex­cise excise tax is final­ly finally determined, an appropriate amount, plus interest, such that the payment made under section 11(a18(b), when increased by the amount of the payment made to the Officer Mx. Xxxxx under this section 11(b) by the Holding Company18(c), or when reduced by the amount of the payment made to the Company under this section 11(b) by the Officer18(c), equals the amount that should have properly been paid to the Officer Mx. Xxxxx under section 11(a18(a). The interest paid to the Company under this section 11(b18(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to Mx. Xxxxx shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Officer Mx. Xxxxx under this section 1118, the Officer Mx. Xxxxx shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which Mx. Xxxxx is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code. Any payment pursuant to this Section 11(bsection 18(c) shall in any case be made no later than the last day of the calendar year following the calendar year in which any additional taxes for which the payment Tax Indemnity Payment is to be made are remitted to the Internal Revenue Service. (c) The provisions of this section 11 are designed to reflect the provisions of applicable federal, state and local tax laws in effect on the date of this Agreement. If, after the date hereof, there shall be any change in any such laws, this section 11 shall be modified in such manner as the Officer and the Holding Company may mutually agree upon if and to the extent necessary to assure that the Officer is fully indemnified against the economic effects of the tax imposed under section 4999 of the Code or any similar federal, state or local tax.

Excise Tax Indemnification. (a) This section 11 shall apply if If Mx. Xxxxxx’x employment terminates under circumstances entitling him (or in the Officer’s employment is terminated in circumstances giving rise event of his death, his estate) to liability for excise taxes under section 4999 of the Code. If this Section 11 applies, then, if for any taxable yearAdditional Termination Entitlements, the Officer shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company to (or for the benefit of) the Officer, the Holding Company shall pay to Mx. Xxxxxx (or in the Officer event of his death, his estate) an additional amount equal intended to X deter­mined indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the “Tax Indemnity Payment”). The Tax Indemnity Payment shall be determined under the following formula: X = E x P 1-[(FI x (1-SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 1116; FI = the highest marginal rate of income tax applicable to the Officer Mx. Xxxxxx under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer Mx. Xxxxxx under all appli­cable applicable state and local laws for the taxable year in ques­tionquestion; and M = the highest marginal rate of Medicare tax applicable to the Officer Mx. Xxxxxx under the Code for the taxable year in question. Such computation shall be made at the expense of the Company by a member of the firm of Txxxxxx Xxxxxxxx & Wxxx, or by an attorney or a firm of independent certified public accountants selected by Mx. Xxxxxx and reasonably satisfactory to the Company (the “Tax Advisor”) and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in ownership of a substantial portion of assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a “280G Change of Control”); (ii) that all direct or indirect payments made to or benefits conferred upon Mx. Xxxxxx on account of his termination of employment are “parachute payments” within the meaning of section 280G of the Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to Mx. Xxxxxx’x termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Officer under the terms purposes of this Agree­ment, or otherwise, and on which an excise tax under sec­tion 4999 section 280G of the Code will be assessedCode, the payment determined under this section 11(a) Tax Indemnity Payment shall be made to the Officer Mx. Xxxxxx on the earlier of (i) the date the Holding Company Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by Mx. Xxxxxx, unless, prior to such date, the OfficerCompany delivers to Mx. Xxxxxx the written opinion, in form and substance reasonably satisfactory to Mx. Xxxxxx, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to Mx. Xxxxxx, to the effect that Mx. Xxxxxx has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the “Opinion Letter”). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this section 11 to the contrary, in In the event that the Officer’s Mx. Xxxxxx’x liability for the excise tax under section 4999 of the Code for a taxable year is subse­quently subsequently determined to be different than the amount deter­mined by with respect to which the formula (X + P) x ETax Indemnity Payment is made, where X, P and E have the meanings provided in section 11(a), the Officer Mx. Xxxxxx or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such ex­cise excise tax is final­ly finally determined, an appropriate amount, plus interest, such that the payment made under section 11(a18(b), when increased by the amount of the payment made to the Officer Mx. Xxxxxx under this section 11(b) by the Holding Company18(c), or when reduced by the amount of the payment made to the Company under this section 11(b) by the Officer18(c), equals the amount that should have properly been paid to the Officer Mx. Xxxxxx under section 11(a18(a). The interest paid to the Company under this section 11(b18(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to Mx. Xxxxxx shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Officer Mx. Xxxxxx under this section 1118, the Officer Mx. Xxxxxx shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which Mx. Xxxxxx is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code. Any payment pursuant to this Section 11(bsection 18(c) shall in any case be made no later than the last day of the calendar year following the calendar year in which any additional taxes for which the payment Tax Indemnity Payment is to be made are remitted to the Internal Revenue Service. (c) The provisions of this section 11 are designed to reflect the provisions of applicable federal, state and local tax laws in effect on the date of this Agreement. If, after the date hereof, there shall be any change in any such laws, this section 11 shall be modified in such manner as the Officer and the Holding Company may mutually agree upon if and to the extent necessary to assure that the Officer is fully indemnified against the economic effects of the tax imposed under section 4999 of the Code or any similar federal, state or local tax.

Excise Tax Indemnification. (a) This section 11 4 shall apply if the Officer’s Xx. Xxxx'x employment is terminated in circumstances giving rise to liability for excise taxes under section 4999 of the Internal Revenue Code of 1986 (the "Code"). If this Section 11 4 applies, then, if for any taxable year, the Officer Xx. Xxxx shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company Bank to (or for the benefit of) the OfficerXx. Xxxx, the Holding Company shall pay to the Officer Xx. Xxxx an amount equal to X deter­mined determined under the following formula: E x P X =______________________________ 1-[(FI x (1 - SLI) + SLI + EM] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 114; FI = the highest marginal rate of income tax applicable to the Officer Xx. Xxxx under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer Xx. Xxxx under all appli­cable applicable state and local laws for the taxable year in ques­tionquestion; and M = the highest marginal rate of Medicare tax applicable to the Officer Xx. Xxxx under the Code for the taxable year in question. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Officer Xx. Xxxx under the terms of this Agree­mentAgreement, or otherwise, and on which an excise tax under sec­tion section 4999 of the Code will be assessed, the payment determined under this section 11(a4(a) shall be made to the Officer Xx. Xxxx on the earlier of (i) the date the Holding Company or any direct or indirect subsidiary or affiliate of the Holding Company Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the OfficerXx. Xxxx. (b) Notwithstanding anything in this section 11 4 to the contrary, in the event that the Officer’s Xx. Xxxx'x liability for the excise tax under section 4999 of the Code for a taxable year is subse­quently subsequently determined to be different than the amount deter­mined determined by the formula (X + P) x E, where X, P and E have the meanings provided in section 11(a4(a), the Officer Xx. Xxxx or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such ex­cise excise tax is final­ly finally determined, an appropriate amount, plus interest, such that the payment made under section 11(a4(a), when increased by the amount of the payment made to the Officer Xx. Xxxx under this section 11(b4(b) by the Holding Company, or when reduced by the amount of the payment made to the Company under this section 11(b4(b) by the OfficerXx. Xxxx, equals the amount that should have properly been paid to the Officer Xx. Xxxx under section 11(a4(a). The interest paid under this section 11(b4(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Officer Xx. Xxxx under this section 114, the Officer Xx. Xxxx shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Any payment pursuant to this Section 11(b) shall in any case be made no later than the last day of the calendar year following the calendar year in which any additional taxes for which the payment is to be made are remitted to the Internal Revenue Service. (c) The provisions of this section 11 4 are designed to reflect the provisions of applicable federal, state and local tax laws in effect on the date of this Agreement. If, after the date hereof, there shall be any change in any such laws, this section 11 4 shall be modified in such manner as the Officer Xx. Xxxx and the Holding Company may mutually agree upon if and to the extent necessary to assure that the Officer Xx. Xxxx is fully indemnified against the economic effects of the tax imposed under section 4999 of the Code or any similar federal, state or local tax.

Excise Tax Indemnification. (a) This section 11 4 shall apply if the Officer’s Xx. Xxxxxxx'x employment is terminated in circumstances giving rise to liability for excise taxes under section 4999 of the Internal Revenue Code of 1986 (the "Code"). If this Section 11 4 applies, then, if for any taxable year, the Officer Xx. Xxxxxxx shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company Bank to (or for the benefit of) the OfficerXx. Xxxxxxx, the Holding Company shall pay to the Officer Xx. Xxxxxxx an amount equal to X deter­mined determined under the following formula: E x P X = ------------------------------ 1-[(FI x (1 - SLI) + SLI + EM] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 114; FI = the highest marginal rate of income tax applicable to the Officer Xx. Xxxxxxx under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer Xx. Xxxxxxx under all appli­cable applicable state and local laws for the taxable year in ques­tionquestion; and M = the highest marginal rate of Medicare tax applicable to the Officer Xx. Xxxxxxx under the Code for the taxable year in question. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Officer Xx. Xxxxxxx under the terms of this Agree­mentAgreement, or otherwise, and on which an excise tax under sec­tion section 4999 of the Code will be assessed, the payment determined under this section 11(a4(a) shall be made to the Officer Xx. Xxxxxxx on the earlier of (i) the date the Holding Company or any direct or indirect subsidiary or affiliate of the Holding Company Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the OfficerXx. Xxxxxxx. (b) Notwithstanding anything in this section 11 4 to the contrary, in the event that the Officer’s Xx. Xxxxxxx'x liability for the excise tax under section 4999 of the Code for a taxable year is subse­quently subsequently determined to be different than the amount deter­mined determined by the formula (X + P) x E, where X, P and E have the meanings provided in section 11(a4(a), the Officer Xx. Xxxxxxx or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such ex­cise excise tax is final­ly finally determined, an appropriate amount, plus interest, such that the payment made under section 11(a4(a), when increased by the amount of the payment made to the Officer Xx. Xxxxxxx under this section 11(b4(b) by the Holding Company, or when reduced by the amount of the payment made to the Company under this section 11(b4(b) by the OfficerXx. Xxxxxxx, equals the amount that should have properly been paid to the Officer Xx. Xxxxxxx under section 11(a4(a). The interest paid under this section 11(b4(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Officer Xx. Xxxxxxx under this section 114, the Officer Xx. Xxxxxxx shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Any payment pursuant to this Section 11(b) shall in any case be made no later than the last day of the calendar year following the calendar year in which any additional taxes for which the payment is to be made are remitted to the Internal Revenue Service. (c) The provisions of this section 11 4 are designed to reflect the provisions of applicable federal, state and local tax laws in effect on the date of this Agreement. If, after the date hereof, there shall be any change in any such laws, this section 11 4 shall be modified in such manner as the Officer Xx. Xxxxxxx and the Holding Company may mutually agree upon if and to the extent necessary to assure that the Officer Xx. Xxxxxxx is fully indemnified against the economic effects of the tax imposed under section 4999 of the Code or any similar federal, state or local tax.

Excise Tax Indemnification. The Consultant shall be entitled to a payment or payments under this Section 15 if any payment or benefit provided under this Agreement or any other plan, agreement or arrangement with the Corporation, the Trust, the LP or any of their affiliates constitutes an “excess parachute payment” (aas defined in Section 280G(b)(1) This section 11 of the Code, but without regard to Section 280G(b)(2)(A)(ii) of the Code) and the Consultant incurs a liability under Section 4999 5 of the Code. The amount payable to the Consultant under this Section 15 shall apply if be the Officer’s employment is terminated in circumstances giving rise amount required to liability for excise taxes under section indemnify the Consultant and hold him harmless from the application of Sections 280G and 4999 of the Code. If this Section 11 applies, thentogether with any interest or penalties related thereto, if for any taxable year, the Officer shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company to (or for the benefit of) the Officerbenefits, the Holding Company shall pay to the Officer an amount equal to X deter­mined payments, accelerated exercisability and vesting and other rights under the following formula: where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 11; FI = the highest marginal rate of income tax applicable to the Officer under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer under all appli­cable state and local laws for the taxable year in ques­tion; and M = the highest marginal rate of Medicare tax applicable to the Officer under the Code for the taxable year in question. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Officer under the terms of this Agree­ment, Agreement or otherwise, and any income, employment, hospitalization, excise and other taxes and penalties attributable to the indemnification payment. The benefit payable under this Section 15 shall be calculated and paid not later than the date (or extended filing date) on which an excise tax under sec­tion 4999 of the Code will be assessed, the payment determined under this section 11(a) shall be made to the Officer on the earlier of (i) the date the Holding Company or any direct or indirect subsidiary or affiliate of the Holding Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Officer. (b) Notwithstanding anything in this section 11 to the contrary, in the event that the Officer’s return reflecting liability for the excise tax under section Section 4999 of the Code for a taxable year is subse­quently determined to be different than the amount deter­mined by the formula (X + P) x E, where X, P and E have the meanings provided in section 11(a), the Officer or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such ex­cise tax is final­ly determined, an appropriate amount, plus interest, such that the payment made under section 11(a), when increased by the amount of the payment made to the Officer under this section 11(b) by the Holding Company, or when reduced by the amount of the payment made to the Company under this section 11(b) by the Officer, equals the amount that should have properly been paid to the Officer under section 11(a). The interest paid under this section 11(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Officer under this section 11, the Officer shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Any payment pursuant To the extent that any other plan, agreement or arrangement requires that the Consultant be indemnified and held harmless from the application of Sections 280G and 4999 of the Code, any such indemnification and the amount required to be paid to the Executive under this Section 11(b) 15 shall in any case be made no later than coordinated so that such indemnification is paid only once and the last day obligations of the calendar year following Corporation, the calendar year in which Trust, the LP or any additional taxes for which the payment is to be made are remitted to the Internal Revenue Service. (c) The provisions of this section 11 are designed to reflect the provisions of applicable federal, state and local tax laws in effect on the date of this Agreement. If, after the date hereof, there their affiliates shall be any change in any such laws, this section 11 shall be modified in such manner as the Officer and the Holding Company may mutually agree upon if and satisfied to the extent necessary to assure of any such other payment (and vice versa). The Consultant and the Corporation agree that the Officer is fully indemnified against the economic effects application of the tax imposed under section Sections 280G and 4999 of the Code may not be clear in all cases. The Consultant agrees that the Company may take the position that all or part of a payment or payments are not “excess parachute payments” (as defined above) and do not result in liability under Section 4999 of the Code. The Consultant agrees that his individual tax returns will be prepared in a manner that is consistent with the Corporation’s position on such matters if the Consultant’s professional tax preparer concludes, in his or her professional opinion, that the Corporation’s position is reasonable based on published rulings, regulations and other authority. If the Consultant’s individual income tax return is prepared in accordance with the preceding sentence, i.e., in a manner consistent with the Corporation’s position, then (in addition to any benefit payable under the preceding paragraph) the Corporation shall indemnify the Consultant, and hold him harmless, from any liability for tax, penalty, interest or otherwise arising from the position stated on the Consultant’s individual income tax return related to the application of Section 280G or 4999 of the Code to payments from the Corporation, the Trust, the LP or any similar federalof their affiliates. If the Consultant’s professional tax preparer does not agree that the Corporation’s position is reasonable based on published rulings, state or local taxregulations and other authority, then the Consultant’s individual tax return will reflect any liability under Section 4999 of the Code that such professional tax preparer determines is appropriate and the Corporation shall indemnify the Consultant and hold him harmless in accordance with the preceding paragraph.

Excise Tax Indemnification. (a) This section 11 shall apply if If Xx. Xxxxxxxxx’x employment terminates under circumstances entitling him (or in the Officer’s employment is terminated in circumstances giving rise event of his death, his estate) to liability for excise taxes under section 4999 of the Code. If this Section 11 applies, then, if for any taxable yearAdditional Termination Entitlements, the Officer shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company to (or for the benefit of) the Officer, the Holding Company shall pay to Xx. Xxxxxxxxx (or in the Officer event of his death, his estate) an additional amount equal intended to X deter­mined indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the “Tax Indemnity Payment”). The Tax Indemnity Payment shall be determined under the following formula: X = 1- [(FI x (1-SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 1116; FI = the highest marginal rate of income tax applicable to the Officer Xx. Xxxxxxxxx under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer Xx. Xxxxxxxxx under all appli­cable applicable state and local laws for the taxable year in ques­tionquestion; and M = the highest marginal rate of Medicare tax applicable to the Officer Xx. Xxxxxxxxx under the Code for the taxable year in question. Such computation shall be made at the expense of the Company by a member of the firm of Xxxxxxx Xxxxxxxx & Wood, or by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxxxxxx and reasonably satisfactory to the Company (the “Tax Advisor”) and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in ownership of a substantial portion of assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a “280G Change of Control”); (ii) that all direct or indirect payments made to or benefits conferred upon Xx. Xxxxxxxxx on account of his termination of employment are “parachute payments” within the meaning of section 280G of the Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to Xx. Xxxxxxxxx’x termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Officer under the terms purposes of this Agree­ment, or otherwise, and on which an excise tax under sec­tion 4999 section 280G of the Code will be assessedCode, the payment determined under this section 11(a) Tax Indemnity Payment shall be made to the Officer Xx. Xxxxxxxxx on the earlier of (i) the date the Holding Company Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by Xx. Xxxxxxxxx, unless, prior to such date, the OfficerCompany delivers to Xx. Xxxxxxxxx the written opinion, in form and substance reasonably satisfactory to Xx. Xxxxxxxxx, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to Xx. Xxxxxxxxx, to the effect that Xx. Xxxxxxxxx has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the “Opinion Letter”). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this section 11 to the contrary, in In the event that the Officer’s Xx. Xxxxxxxxx’x liability for the excise tax under section 4999 of the Code for a taxable year is subse­quently subsequently determined to be different than the amount deter­mined by with respect to which the formula (X + P) x ETax Indemnity Payment is made, where X, P and E have the meanings provided in section 11(a), the Officer Xx. Xxxxxxxxx or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such ex­cise excise tax is final­ly finally determined, an appropriate amount, plus interest, such that the payment made under section 11(a18(b), when increased by the amount of the payment made to the Officer Xx. Xxxxxxxxx under this section 11(b) by the Holding Company18(c), or when reduced by the amount of the payment made to the Company under this section 11(b) by the Officer18(c), equals the amount that should have properly been paid to the Officer Xx. Xxxxxxxxx under section 11(a18(a). The interest paid to the Company under this section 11(b18(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to Xx. Xxxxxxxxx shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Officer Xx. Xxxxxxxxx under this section 1116, the Officer Xx. Xxxxxxxxx shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Any payment pursuant Nothing in this Agreement shall give the Company any right to this Section 11(b) shall control or otherwise participate in any case be made no later than the last day action, suit or proceeding to which Xx. Xxxxxxxxx is a party as a result of the calendar year following the calendar year in which any additional positions taken on his federal income tax return with respect to his liability for excise taxes for which the payment is to be made are remitted to the Internal Revenue Service. (c) The provisions of this section 11 are designed to reflect the provisions of applicable federal, state and local tax laws in effect on the date of this Agreement. If, after the date hereof, there shall be any change in any such laws, this section 11 shall be modified in such manner as the Officer and the Holding Company may mutually agree upon if and to the extent necessary to assure that the Officer is fully indemnified against the economic effects of the tax imposed under section 4999 of the Code or any similar federal, state or local taxCode.

Excise Tax Indemnification. (a) This section 11 shall apply if the Officer’s employment is terminated in circumstances giving rise to liability for excise taxes under section 4999 of the Code. If this Section 11 applies, then, if for any taxable year, the Officer shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company to (or for the benefit of) the Officer, the Holding Company shall pay to the Officer an amount equal to X deter­mined deter-mined under the following formula: X = E x X where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 11; FI = the highest marginal rate of income tax applicable to the Officer under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer under all appli­cable appli-cable state and local laws for the taxable year in ques­tionques-tion; and M = the highest marginal rate of Medicare tax applicable to the Officer under the Code for the taxable year in question. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Officer under the terms of this Agree­mentAgree-ment, or otherwise, and on which an excise tax under sec­tion sec-tion 4999 of the Code will be assessed, the payment determined under this section 11(a) shall be made to the Officer on the earlier of (i) the date the Holding Company or any direct or indirect subsidiary or affiliate of the Holding Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Officer. (b) Notwithstanding anything in this section 11 to the contrary, in the event that the Officer’s liability for the excise tax under section 4999 of the Code for a taxable year is subse­quently subse-quently determined to be different than the amount deter­mined deter-mined by the formula (X + P) x E, where X, P and E have the meanings provided in section 11(a), the Officer or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such ex­cise ex-cise tax is final­ly final-ly determined, an appropriate amount, plus interest, such that the payment made under section 11(a), when increased by the amount of the payment made to the Officer under this section 11(b) by the Holding Company, or when reduced by the amount of the payment made to the Company under this section 11(b) by the Officer, equals the amount that should have properly been paid to the Officer under section 11(a). The interest paid under this section 11(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Officer under this section 11, the Officer shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Any payment pursuant to this Section 11(b) shall in any case be made no later than the last day of the calendar year following the calendar year in which any additional taxes for which the payment is to be made are remitted to the Internal Revenue Service. (c) The provisions of this section 11 are designed to reflect the provisions of applicable federal, state and local tax laws in effect on the date of this Agreement. If, after the date hereof, there shall be any change in any such laws, this section 11 shall be modified in such manner as the Officer and the Holding Company may mutually agree upon if and to the extent necessary to assure that the Officer is fully indemnified against the economic effects of the tax imposed under section 4999 of the Code or any similar federal, state or local tax.

Excise Tax Indemnification. (a) This section 11 4 shall apply if the Officer’s Xx. Xxxxxx'x employment is terminated in circumstances giving rise to liability for excise taxes under section 4999 of the Internal Revenue Code of 1986 (the "Code"). If this Section 11 4 applies, then, if for any taxable year, the Officer Xx. Xxxxxx shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company Bank to (or for the benefit of) the OfficerXx. Xxxxxx, the Holding Company shall pay to the Officer Xx. Xxxxxx an amount equal to X deter­mined determined under the following formula: E x P X =______________________________ 1-[(FI x (1 - SLI) + SLI + EM] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 114; FI = the highest marginal rate of income tax applicable to the Officer Xx. Xxxxxx under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer Xx. Xxxxxx under all appli­cable applicable state and local laws for the taxable year in ques­tionquestion; and M = the highest marginal rate of Medicare tax applicable to the Officer Xx. Xxxxxx under the Code for the taxable year in question. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Officer Xx. Xxxxxx under the terms of this Agree­mentAgreement, or otherwise, and on which an excise tax under sec­tion section 4999 of the Code will be assessed, the payment determined under this section 11(a4(a) shall be made to the Officer Xx. Xxxxxx on the earlier of (i) the date the Holding Company or any direct or indirect subsidiary or affiliate of the Holding Company Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the OfficerXx. Xxxxxx. (b) Notwithstanding anything in this section 11 4 to the contrary, in the event that the Officer’s Xx. Xxxxxx'x liability for the excise tax under section 4999 of the Code for a taxable year is subse­quently subsequently determined to be different than the amount deter­mined determined by the formula (X + P) x E, where X, P and E have the meanings provided in section 11(a4(a), the Officer Xx. Xxxxxx or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such ex­cise excise tax is final­ly finally determined, an appropriate amount, plus interest, such that the payment made under section 11(a4(a), when increased by the amount of the payment made to the Officer Xx. Xxxxxx under this section 11(b4(b) by the Holding Company, or when reduced by the amount of the payment made to the Company under this section 11(b4(b) by the OfficerXx. Xxxxxx, equals the amount that should have properly been paid to the Officer Xx. Xxxxxx under section 11(a4(a). The interest paid under this section 11(b4(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Officer Xx. Xxxxxx under this section 114, the Officer Xx. Xxxxxx shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Any payment pursuant to this Section 11(b) shall in any case be made no later than the last day of the calendar year following the calendar year in which any additional taxes for which the payment is to be made are remitted to the Internal Revenue Service. (c) The provisions of this section 11 4 are designed to reflect the provisions of applicable federal, state and local tax laws in effect on the date of this Agreement. If, after the date hereof, there shall be any change in any such laws, this section 11 4 shall be modified in such manner as the Officer Xx. Xxxxxx and the Holding Company may mutually agree upon if and to the extent necessary to assure that the Officer Xx. Xxxxxx is fully indemnified against the economic effects of the tax imposed under section 4999 of the Code or any similar federal, state or local tax.

Excise Tax Indemnification. (a) This section 11 shall apply if If Xx. Xxxxxx’x employment terminates under circumstances entitling him (or in the Officer’s employment is terminated in circumstances giving rise event of his death, his estate) to liability for excise taxes under section 4999 of the Code. If this Section 11 applies, then, if for any taxable yearAdditional Termination Entitlements, the Officer shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company to (or for the benefit of) the Officer, the Holding Company shall pay to Xx. Xxxxxx (or in the Officer event of his death, his estate) an additional amount equal intended to X deter­mined indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the “Tax Indemnity Payment”). The Tax Indemnity Payment shall be determined under the following formula: X = 1- [(FI x (1-SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 1116; FI = the highest marginal rate of income tax applicable to the Officer Xx. Xxxxxx under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer Xx. Xxxxxx under all appli­cable applicable state and local laws for the taxable year in ques­tionquestion; and M = the highest marginal rate of Medicare tax applicable to the Officer Xx. Xxxxxx under the Code for the taxable year in question. Such computation shall be made at the expense of the Company by a member of the firm of Xxxxxxx Xxxxxxxx & Wood, or by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxxx and reasonably satisfactory to the Company (the “Tax Advisor”) and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in ownership of a substantial portion of assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a “280G Change of Control”); (ii) that all direct or indirect payments made to or benefits conferred upon Xx. Xxxxxx on account of his termination of employment are “parachute payments” within the meaning of section 280G of the Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to Xx. Xxxxxx’x termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Officer under the terms purposes of this Agree­ment, or otherwise, and on which an excise tax under sec­tion 4999 section 280G of the Code will be assessedCode, the payment determined under this section 11(a) Tax Indemnity Payment shall be made to the Officer Xx. Xxxxxx on the earlier of (i) the date the Holding Company Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by Xx. Xxxxxx, unless, prior to such date, the OfficerCompany delivers to Xx. Xxxxxx the written opinion, in form and substance reasonably satisfactory to Xx. Xxxxxx, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to Xx. Xxxxxx, to the effect that Xx. Xxxxxx has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the “Opinion Letter”). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this section 11 to the contrary, in In the event that the Officer’s Xx. Xxxxxx’x liability for the excise tax under section 4999 of the Code for a taxable year is subse­quently subsequently determined to be different than the amount deter­mined by with respect to which the formula (X + P) x ETax Indemnity Payment is made, where X, P and E have the meanings provided in section 11(a), the Officer Xx. Xxxxxx or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such ex­cise excise tax is final­ly finally determined, an appropriate amount, plus interest, such that the payment made under section 11(a18(b), when increased by the amount of the payment made to the Officer Xx. Xxxxxx under this section 11(b) by the Holding Company18(c), or when reduced by the amount of the payment made to the Company under this section 11(b) by the Officer18(c), equals the amount that should have properly been paid to the Officer Xx. Xxxxxx under section 11(a18(a). The interest paid to the Company under this section 11(b18(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to Xx. Xxxxxx shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Officer Xx. Xxxxxx under this section 1116, the Officer Xx. Xxxxxx shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Any payment pursuant Nothing in this Agreement shall give the Company any right to this Section 11(b) shall control or otherwise participate in any case be made no later than the last day action, suit or proceeding to which Xx. Xxxxxx is a party as a result of the calendar year following the calendar year in which any additional positions taken on his federal income tax return with respect to his liability for excise taxes for which the payment is to be made are remitted to the Internal Revenue Service. (c) The provisions of this section 11 are designed to reflect the provisions of applicable federal, state and local tax laws in effect on the date of this Agreement. If, after the date hereof, there shall be any change in any such laws, this section 11 shall be modified in such manner as the Officer and the Holding Company may mutually agree upon if and to the extent necessary to assure that the Officer is fully indemnified against the economic effects of the tax imposed under section 4999 of the Code or any similar federal, state or local taxCode.

Excise Tax Indemnification. (a) This section 11 shall apply if If Xx. Xxxxx’x employment terminates under circumstances entitling him (or in the Officer’s employment is terminated in circumstances giving rise event of his death, his estate) to liability for excise taxes under section 4999 of the Code. If this Section 11 applies, then, if for any taxable yearAdditional Termination Entitlements, the Officer shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company to (or for the benefit of) the Officer, the Holding Company shall pay to Xx. Xxxxx (or in the Officer event of his death, his estate) an additional amount equal intended to X deter­mined indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the “Tax Indemnity Payment”). The Tax Indemnity Payment shall be determined under the following formula: X = 1- [(FI x (1-SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 1116; FI = the highest marginal rate of income tax applicable to the Officer Xx. Xxxxx under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer Xx. Xxxxx under all appli­cable applicable state and local laws for the taxable year in ques­tionquestion; and M = the highest marginal rate of Medicare tax applicable to the Officer Xx. Xxxxx under the Code for the taxable year in question. Such computation shall be made at the expense of the Company by a member of the firm of Xxxxxxx Xxxxxxxx & Wood, or by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxx and reasonably satisfactory to the Company (the “Tax Advisor”) and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in ownership of a substantial portion of assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a “280G Change of Control”); (ii) that all direct or indirect payments made to or benefits conferred upon Xx. Xxxxx on account of his termination of employment are “parachute payments” within the meaning of section 280G of the Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to Xx. Xxxxx’x termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Officer under the terms purposes of this Agree­ment, or otherwise, and on which an excise tax under sec­tion 4999 section 280G of the Code will be assessedCode, the payment determined under this section 11(a) Tax Indemnity Payment shall be made to the Officer Xx. Xxxxx on the earlier of (i) the date the Holding Company Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by Xx. Xxxxx, unless, prior to such date, the OfficerCompany delivers to Xx. Xxxxx the written opinion, in form and substance reasonably satisfactory to Xx. Xxxxx, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to Xx. Xxxxx, to the effect that Xx. Xxxxx has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the “Opinion Letter”). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this section 11 to the contrary, in In the event that the Officer’s Xx. Xxxxx’x liability for the excise tax under section 4999 of the Code for a taxable year is subse­quently subsequently determined to be different than the amount deter­mined by with respect to which the formula (X + P) x ETax Indemnity Payment is made, where X, P and E have the meanings provided in section 11(a), the Officer Xx. Xxxxx or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such ex­cise excise tax is final­ly finally determined, an appropriate amount, plus interest, such that the payment made under section 11(a18(b), when increased by the amount of the payment made to the Officer Xx. Xxxxx under this section 11(b) by the Holding Company18(c), or when reduced by the amount of the payment made to the Company under this section 11(b) by the Officer18(c), equals the amount that should have properly been paid to the Officer Xx. Xxxxx under section 11(a18(a). The interest paid to the Company under this section 11(b18(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to Xx. Xxxxx shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Officer Xx. Xxxxx under this section 1116, the Officer Xx. Xxxxx shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Any payment pursuant Nothing in this Agreement shall give the Company any right to this Section 11(b) shall control or otherwise participate in any case be made no later than the last day action, suit or proceeding to which Xx. Xxxxx is a party as a result of the calendar year following the calendar year in which any additional positions taken on his federal income tax return with respect to his liability for excise taxes for which the payment is to be made are remitted to the Internal Revenue Service. (c) The provisions of this section 11 are designed to reflect the provisions of applicable federal, state and local tax laws in effect on the date of this Agreement. If, after the date hereof, there shall be any change in any such laws, this section 11 shall be modified in such manner as the Officer and the Holding Company may mutually agree upon if and to the extent necessary to assure that the Officer is fully indemnified against the economic effects of the tax imposed under section 4999 of the Code or any similar federal, state or local taxCode.