Common use of Excise Tax Payment Clause in Contracts

Excise Tax Payment. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company or the Bank to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) All determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by the Company’s regular certified public accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of Executive. (d) Notwithstanding any other provision of this Section 4, any Gross-Up Payment or Underpayment shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event later than December 31 of the year following the year (A) any excise tax is paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolved.

Excise Tax Payment. (a) Anything in this Agreement to the contrary notwithstanding and except If, as set forth below, in the event it shall be determined that any payment or distribution by a result of Executive’s employment with the Company or termination thereof, the Bank to or for benefits received by Executive under Paragraph 9 above (the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a “PaymentTotal Payments”) would be are subject to the excise tax imposed by provision set forth in Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall pay to Executive shall be entitled to receive an additional payment amount (a the “Gross-Up Payment”) in an amount such that the net amount retained by Executive, after payment by Executive deduction of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (Excise Tax on the benefits received hereunder and any interest Federal, state and penalties imposed with respect thereto) local income and employment taxes and Excise Tax imposed upon the Gross-Up Payment, shall be equal to the Total Payments. (b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and taking account the amount of such Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii) all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent “reasonable compensation” for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the Base Amount (as defined in Section, 280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any withholding obligation on noncash benefits or any deferred payment or benefit shall be determined by the part Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Bank, Executive retains an Code. For purposes of determining the amount of the Gross-Up Payment equal Payment, Executive shall be deemed to pay federal income tax at the Excise Tax imposed upon highest marginal rate of federal income taxation in the Payments. (b) All determinations required to be made under this Section 4, including whether and when a calendar year in which the Gross-Up Payment is required to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence on the date of termination (or if there is no date of termination, then the date on which the Gross-Up Payment is calculated for purposes of this Paragraph 10(b)), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, within five (5) business days following the time that the amount of such reduction in the Excise Tax is finally determined, the portion of the Gross-Up Payment and attributable to such reduction (plus that portion of the assumptions to be used in arriving at such determination, shall be made by the Company’s regular certified public accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both Gross-Up Payment attributable to the Company Excise Tax and Executive within 15 business days federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by Executive, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes, plus interest on the amount of such repayment at 120% of the receipt rate provided in Section 1274(b)(2)(B) of notice from Executive that there has been a Payment, or such earlier time as is requested by the CompanyCode. In the event that the Accounting Firm Excise Tax is serving as accountant determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (amount of which accounting firm shall then cannot be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) As a result of the uncertainty in the application of Section 4999 of the Code determined at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Payment), the Company should have been made shall make an additional Gross-Up Payment in respect of such excess plus any interest, penalties or additions payable by Executive with respect to such excess) within five (“Underpayment”), consistent with 5) business days following the calculations required to be made hereunder. In the event of an Underpayment, the Accounting Firm shall determine time that the amount of such excess is finally determined. Executive and the Underpayment that has occurred and Company shall each reasonably cooperate with the other in connection with any such Underpayment shall be promptly paid by administrative or judicial proceedings concerning the Bank existence or amount of liability for Excise Tax with respect to or for the benefit of ExecutiveTotal Payments. (d) Notwithstanding anything else herein, this Paragraph 10 shall survive any other provision termination of this Section 4employment, any Gross-Up Payment payments hereunder or Underpayment any termination of obligations hereunder; provided, however, that this Paragraph 10 shall be paid not survive any termination of employment for Cause that occurs prior to a Change in a single lump sum payment at a time which will enable timely payment Control or any payments or termination of any excise tax due by the Executive, but obligations in no event later than December 31 of the year following the year (A) any excise tax is paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolvedconnection with such termination for Cause.

Excise Tax Payment. (a) Anything in If any portion of the Severance Benefits or any other payment under this Agreement (including, but not limited to, payments described in Section 2.4), or under any other agreement with, or plan of the Company (in the aggregate "Total Payments") constitute a payment, such that an excise tax is due under Section 280G or other provisions of the Internal Revenue Code, the Company shall provide to the contrary notwithstanding and except as set forth belowExecutive, in the event it shall be determined that any payment or distribution by the Company or the Bank to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwisecash, but determined without regard to any additional payments required under this Section 4) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment in an amount to cover the full excise tax due, and Executive's state and federal income and employment taxes on this additional payment (a “cumulatively, the "Gross-Up Payment”) in an amount such that after payment by "). If Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitationexperiences a Qualifying Termination, any income taxes amount payable under this Section 3.1 shall be paid as soon as possible following the date of Executive's Qualifying Termination, but in no event later than thirty (and any interest and penalties imposed with respect thereto30) and Excise Tax imposed upon calendar days after such date. If Executive is eligible for an excise tax payment under this Section 3.1, but Executive remains in active employment, such payment shall be made as soon as possible following the Gross-Up Payment, and taking account of any withholding obligation on the part date of the BankChange in Control, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. but in no event later than thirty (b30) calendar days after such date. All determinations required to be made under this Section 43.1, including whether and when a Gross-Up Payment is required required, and the amount of such Gross-Up Payment and the assumptions to be used in arriving at determining such determinationpayment, shall be made by the Company’s regular certified public accounting firm used by the Company at the time of such determination (the “"Accounting Firm”") which shall provide detailed supporting calculations both to the Company and to Executive within 15 fifteen (15) business days of the receipt of notice from the Company or Executive that there has been a PaymentQualifying Termination or that there is an amount payable under Section 2.4, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity entity, or group effecting the Change in Control, the Company shall Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of Executive. (d) Notwithstanding any other provision of this Section 4, any Gross-Up Payment or Underpayment shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event later than December 31 of the year following the year (A) any excise tax is paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolved.

Excise Tax Payment. (ai) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in In the event it shall be determined that any payment or distribution benefit received or to be received by the Company or the Bank to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement agreement (the "Contract Payments") or otherwiseof any other plan, but determined without regard to arrangement or agreement of the Company (or any additional payments required under this Section 4affiliate) (a “Payment”together with the Contract Payments, the "Total Payments") would be subject to the excise tax (the "Excise Tax") imposed by Section section 4999 of the Code or any interest or penalties are incurred by Executive with respect as determined as provided below, then, subject to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”provisions of Section5(d)(ii), then Executive the Company shall be entitled pay to receive the Executive, at the time specified in Section 5(d)(iii) below, an additional payment amount (a “the "Gross-Up Payment”") in an amount such that the net amount retained by the Executive, after payment by Executive deduction of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (the Excise Tax on Total Payments and any interest federal, state and penalties imposed with respect thereto) local income and employment taxes and the Excise Tax imposed upon the Gross-Up Payment, and taking account any interest, penalties or additions to tax payable by the Executive with respect thereto, shall be equal to the total present value (using the applicable federal rate (as defined in section 1274(d) of the Code in such calculation) of the Total Payments at the time such Total Payments are to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (A) the total amount of the Total Payments shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, except to the extent that, in the opinion of the independent auditor of BKB immediately prior to the Effective Date (the "Auditor"), such amount (in whole or in part) does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code, or such "excess parachute payments" (in whole or in part) are not subject to the Excise Tax, (B) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Total Payments or (2) the amount of "excess parachute payments" within the meaning of section 280G(b)(1) of the Code (after applying clause (A) hereof), and (C) the value of any withholding obligation on noncash benefits or any deferred payment or benefit shall be determined by the part Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Bank, Executive retains an Code. For purposes of determining the amount of the Gross-Up Payment equal Payment, the Executive shall be deemed to pay federal income taxes at the Excise Tax imposed upon highest marginal rate of federal income taxation applicable to individuals in the Payments. (b) All determinations required to be made under this Section 4, including whether and when a calendar year in which the Gross-Up Payment is required to be made and state and local income taxes at the highest marginal rates of taxation applicable to individuals as are in effect in the state and locality of the Executive's residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rate. (ii) In the event that, after giving effect to any redeterminations described in Section 5(d)(iv), the sum of the Total Payments and the Gross-Up Payment (in each case after deduction of the net amount of federal, state and local income and employment taxes and the amount of Excise Tax to which the Executive would be subject in respect of such Total Payments and the Gross-Up Payment) does not equal or exceed 110% of the largest amount of Total Payments that would result in no portion of the Total Payments being subject to the Excise Tax (after deduction of the net amount of federal, state and local income and employment taxes on such reduced Total Payments), then Section 5(d)(i) shall not apply and, to the extent necessary to ensure that no portion of the Total Payments is subject to the Excise Tax, the cash Contract Payments shall first be reduced (if necessary, to zero), and the noncash Contract Payments shall thereafter be reduced (if necessary, to zero); provided, however, that the Executive may elect to have the noncash Contract Payments reduced (or eliminated) prior to any reduction of the cash Contract Payments. (iii) The Gross-Up Payments provided for in Section 5(d)(i) shall be made upon the earlier of (i) ten days following termination of the Executive's employment or (ii) ten days following the imposition upon the Executive or payment by the Executive of any Excise Tax. (iv) If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the opinion of the Auditor that the Excise Tax is less than the amount taken into account under Section 5(d)(i) , the Executive shall repay to the Company within thirty (30) days of the Executive's receipt of notice of such final determination or opinion the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the assumptions to be used in arriving at such determination, shall be made Gross-Up Payment being repaid by the Company’s regular certified public accounting firm (Executive if such repayment results in a reduction in Excise Tax or a federal, state or local income or employment tax deduction) plus any interest received by the “Accounting Firm”) which shall provide detailed supporting calculations both Executive on the amount of such repayment. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the Company and Executive within 15 business days opinion of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event Auditor that the Accounting Firm is serving as accountant Excise Tax exceeds the amount taken into account hereunder (including by reason of any payment the existence or auditor for amount of which cannot be determined at the individual, entity or group effecting time of the Change in ControlGross-Up Payment), the Company shall appoint another nationally recognized accounting firm to make an additional Gross-Up Payment, plus any interest and penalties, in respect of such excess within thirty (30) days of the determinations required hereunder Company's receipt of notice of such final determination or opinion. (which accounting firm shall then be referred to as the Accounting Firm hereunder). v) All fees and expenses of the Accounting Firm Auditor incurred in connection with this agreement shall be borne solely by the Company. (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of Executive. (d) Notwithstanding any other provision of this Section 4, any Gross-Up Payment or Underpayment shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event later than December 31 of the year following the year (A) any excise tax is paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolved.

Excise Tax Payment. (ai) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in In the event it shall be determined that any payment or distribution benefit received or to be received by the Company or the Bank to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement agreement (the "Contract Payments") or otherwiseof any other plan, but determined without regard to arrangement or agreement of the Company (or any additional payments required under this Section 4affiliate) (a “Payment”together with the Contract Payments, the "Total Payments") would be subject to the excise tax (the "Excise Tax") imposed by Section section 4999 of the Code or any interest or penalties are incurred by Executive with respect as determined as provided below, then, subject to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”provisions of Section 5(d)(ii), then Executive the Company shall be entitled pay to receive the Executive, at the time specified in Section 5(d)(iii) below, an additional payment amount (a “the "Gross-Up Payment”") in an amount such that the net amount retained by the Executive, after payment by Executive deduction of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (the Excise Tax on Total Payments and any interest federal, state and penalties imposed with respect thereto) local income and employment taxes and the Excise Tax imposed upon the Gross-Up Payment, and taking account any interest, penalties or additions to tax payable by the Executive with respect thereto, shall be equal to the total present value (using the applicable federal rate (as defined in section 1274(d) of the Code in such calculation) of the Total Payments at the time such Total Payments are to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (A) the total amount of the Total Payments shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, except to the extent that, in the opinion of the independent auditor of Summit immediately prior to the Effective Date (the "Auditor"), such amount (in whole or in part) does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code, or such "excess parachute payments" (in whole or in part) are not subject to the Excise Tax, (B) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Total Payments or (2) the amount of "excess parachute payments" within the meaning of section 280G(b)(1) of the Code (after applying clause (A) hereof), and (C) the value of any withholding obligation on noncash benefits or any deferred payment or benefit shall be determined by the part Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Bank, Executive retains an Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment equal is to be made and state and local income taxes at the Excise Tax imposed upon highest marginal rates of taxation applicable to individuals as are in effect in the Paymentsstate and locality of the Executive's residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rate. (bii) All determinations If, in the event that the Company would not be required to be made under this Section 4, including whether and when make a Gross-Up Payment is required if the Contract Payments to the Executive that would be treated as "parachute payments" under Section 280G of the Code were reduced by up to $50,000, then the amounts payable to the Executive under this agreement shall be reduced (but not below zero) to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the "Safe Harbor Cap") and the amount of such no Gross-Up Payment and the assumptions shall be required to be used in arriving at such determinationmade to the Executive. The reduction of the amounts payable under this agreement, if applicable, shall be made by reducing first the Company’s regular certified public accounting firm payments under paragraph 4(a) of the Termination Agreement, unless an alternative method of reduction is elected by the Executive. If the reduction of the amounts payable hereunder by an amount not exceeding $50,000 would not result in a reduction of the Contract Payments to the Safe Harbor Cap, no amounts payable under this Agreement shall be reduced pursuant to this provision. (iii) The Gross-Up Payments provided for in Section 5(d)(i) shall be made upon the “Accounting Firm”earlier of (i) which ten days following termination of the Executive's employment or (ii) ten days following the imposition upon the Executive or payment by the Executive of any Excise Tax. (iv) If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the opinion of the Auditor that the Excise Tax is less than the amount taken into account under Section 5(d)(i), the Executive shall provide detailed supporting calculations both repay to the Company and Executive within 15 business thirty (30) days of the Executive's receipt of notice from Executive that there has been a Paymentof such final determination or opinion the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, or such earlier time as is requested state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the CompanyExecutive if such repayment results in a reduction in Excise Tax or a federal, state or local income or employment tax deduction) plus any interest received by the Executive on the amount of such repayment. In If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the event opinion of the Auditor that the Accounting Firm is serving as accountant Excise Tax exceeds the amount taken into account hereunder (including by reason of any payment the existence or auditor for amount of which cannot be determined at the individual, entity or group effecting time of the Change in ControlGross-Up Payment), the Company shall appoint another nationally recognized accounting firm to make an additional Gross-Up Payment, plus any interest and penalties, in respect of such excess within thirty (30) days of the determinations required hereunder Company's receipt of notice of such final determination or opinion. (which accounting firm shall then be referred to as the Accounting Firm hereunder). v) All fees and expenses of the Accounting Firm Auditor incurred in connection with this agreement shall be borne solely by the Company. (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of Executive. (d) Notwithstanding any other provision of this Section 4, any Gross-Up Payment or Underpayment shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event later than December 31 of the year following the year (A) any excise tax is paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolved.

Excise Tax Payment. (a) Anything Notwithstanding anything contained in this Agreement to the contrary notwithstanding and except as set forth belowcontrary, in the event it shall be determined that any payment or distribution by the Company or the Bank to or for the benefit of Executive (the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise in connection with, but determined without regard to any additional payments required under this Section 4) or arising out of, his employment with the Company (a “"Payment”) " or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “Gross-"Gross- Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), includingincluding any Excise Tax, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) All determinations required to A determination shall be made under this Section 4, including as to whether and when a Gross-Up Payment is required pursuant to this Section 5.1(b) and the amount of such Gross-Gross Up Payment and the assumptions Payment, such determination to be used in arriving at made within fifteen (15) business days of the Termination Date, or such determination, other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by the Company’s regular certified public a national independent accounting firm selected by the Executive (the “"Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder"). All fees fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne solely by the CompanyCompany and the Company shall pay such fees, costs and expenses as they become due. The Accounting Firm shall provide detailed supporting calculations, acceptable to the Executive, both to the Company and the Executive. The Gross-Up Payment, if any, as determined pursuant to this Section 5.1 shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Gross-Up Payment shall be binding upon the Company and the Executive subject to the application of Section 5.1(c). (c) As a result of the uncertainty in on the application of Section Sections 4999 and 280G of the Code at the time of the initial determination by the Accounting Firm hereunderCode, it is possible that a Gross-Up Payments Payment (or a portion thereof) will be paid which should not have been paid (an "Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an "Underpayment"). An Underpayment shall be deemed to have occurred upon notice (formal or informal) to the Executive from any governmental taxing authority that the tax liability of the Executive (whether in respect of the then current taxable year of the Executive or in respect of any prior taxable year of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment. An Overpayment shall be deemed to have occurred upon a "Final Determination" (as hereinafter defined) that the Excise Tax should not be imposed upon a Payment or Payments with respect to which the Executive has previously received a Gross-Up Payment. A Final Determination shall be deemed to have occurred when the Executive has received from the applicable governmental taxing authority a refund of taxes or other reduction in his tax liability by reason of the Overpayment and upon either (i) the date of determination as made by, or an agreement is entered into with, the governmental taxing authority which finally and conclusively binds that Executive and such taxing authority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (ii) the expiration of the statute of limitations with respect to the Executive's applicable tax return. If an Underpayment occurs, the Executive shall promptly notify the Company should have been made and the Company shall pay to the Executive at least five (“Underpayment”)5) business days prior to the date on which the applicable governmental taxing authority has requested payment, consistent with the calculations required an additional Gross-up Payment equal to be made hereunder. In the event of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred plus any interest and any such Underpayment penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Overpayment shall be promptly paid treated as a loan by the Bank Company to or the Executive and the Executive shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company the amount of the Overpayment plus interest at an annual rate equal to the rate provided for in Section 1274(b)(2)(B) of the benefit of Code from the date the Gross-Up Payment (to which the Overpayment relates) was paid to the Executive. (d) Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined that an Excise Tax will be imposed on any other provision of this Section 4, any Gross-Up Payment or Underpayment Payments, the Company shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by pay to the Executiveapplicable governmental taxing authorities as Excise Tax withholding, but in no event later than December 31 the amount of the year following Excise Tax that the year (A) any excise tax is paid to Company has actually withhold from the Internal Revenue Service regarding this Section 4 Payment or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolvedPayments.

Excise Tax Payment. (a) Anything in If any amount or benefit payable to the Executive under this Agreement to the contrary notwithstanding and except as set forth belowunder any other agreement, in the event it shall be determined that any payment plan or distribution by program of the Company or the Bank (such payments and benefits referred to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (as a “Payment”) would be is subject to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest similar federal or penalties are incurred by Executive with respect to such excise tax state law (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the an “Excise Tax”), then the Company shall pay to the Executive shall be entitled to receive an additional payment amount (a the “Gross-Gross Up PaymentAmount”) in an amount such that after payment by Executive of all taxes cash, equal to (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect theretoi) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which is imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii); provided, however, that a Gross Up Payment equal Amount will not be paid to the Excise Tax imposed upon Executive unless the Paymentsaggregate amount of Payments received by the Executive which constitute “parachute payments” under Section 280G(b)(2) of the Code equals or exceeds the product of 3.1 multiplied by the amount of the Executive’s “base amount” as such term is defined in Section 280G(b)(3) of the Code (the “Base Amount”). (b) All determinations required For purposes of determining the Gross Up Amount, the Executive shall be deemed to be made taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Gross Up Amount is paid. The Gross Up Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. (c) All calculations under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, 6.1 shall be made by the Company’s regular certified public a nationally recognized accounting firm designated by the Company and reasonably acceptable to the Executive (other than the accounting firm that is regularly engaged by any party who has effectuated a Change in Control) (the “Accounting Firm”) which ). The Company shall pay all fees and expenses of such Accounting Firm. The Accounting Firm shall provide its calculations, together with detailed supporting calculations documentation, both to the Company and the Executive within 15 business days of after the receipt of notice from Executive that there has been a Payment, Termination Date (or such earlier time as is requested by the Company) and, if applicable, a reasonable opinion to the Executive that he is not required to report any Excise Tax on his federal income tax return with respect to the Payment (collectively, the “Determination”). Within 5 days of the Executive’s receipt of the Determination, the Executive shall have the right to dispute the Determination (the “Dispute”). The existence of the Dispute shall not in any way affect the right of the Executive to receive the Payments in accordance with the Determination. If the Executive is successful in the Dispute, the Company shall pay the Executive any additional amount determined by the Accounting Firm to be due under this Section 6.1 (together with interest thereon at a rate equal to 120% of the federal short-term rate determined under Section 1274(d) of the Code) promptly after such determination. (d) If there is no Dispute, the final determination by the Accounting Firm shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a “Tax Authority”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by the Accounting Firm. (e) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this Section 6.1, the Executive agrees to contest the claim on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Accounting Firm Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is serving the subject of the claim before he has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this Section 6.1 determined as accountant if such advance were an Excise Tax, in which the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or auditor contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the individualExecutive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts under this Section 6.1 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, entity but in no event will the Executive compromise or group effecting settle the Change claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in Controlwriting his right to a payment under this Section 6.1 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this Section 6.1. Provided that the Executive is in compliance with the provisions of this subparagraph (ii), the Company shall appoint another nationally recognized accounting firm be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys’ fees, which may be incurred as a result of, contesting the claim, and shall provide to make the determinations Executive within 30 days after each written request therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. (f) Should a Tax Authority ultimately determine that an additional Excise Tax is owed, then the Company shall pay an additional Gross Up Amount to the Executive in a manner consistent with this Section 6.1 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or the Accounting Firm, as the case may be, is finally determined by a Tax Authority to exceed the amount required hereunder to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided, that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment. 6.2 If (i) the aggregate amount of any Payments received by the Executive which accounting firm constitute “parachute payments” under Section 280G(b)(2) of the Code equals less than the product of 3.1 multiplied by the Executive’s Base Amount, and is subject to an Excise Tax, or (ii) if the provisions of Section 7 of this Agreement are invoked, with respect to the Executive, then the Company and the Executive agree that the following provisions shall then apply: (A) Notwithstanding anything contained in this Agreement to the contrary, to the extent that any or all Payments would be subject to the imposition of an Excise Tax, the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in the Executive retaining a larger amount, on an after tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if the Executive received all of the Payments (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the limitations described in the preceding sentence, the Company shall reduce or eliminate the Payments, by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination. Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (B) All calculations required to be made under this Section 6.2 shall be made, at the Company’s expense, by an Accounting Firm. The Accounting Firm hereunder)shall provide their Determination, both to the Company and the Executive within 15 days after the Executive’s Termination Date (or such earlier time as is requested by the Company) and, with respect to the Limited Payment Amount, a reasonable opinion to the Executive that he is not required to report any Excise Tax on his federal income tax return with respect to the Limited Payment Amount. All fees and expenses Within 5 days of the Executive’s receipt of the Determination, the Executive shall have the right to Dispute the Determination. The existence of the Dispute shall not in any way affect the right of the Executive to receive the Payments in accordance with the Determination. If there is no Dispute, the Determination by the Accounting Firm shall be borne solely by final binding and conclusive upon the CompanyCompany and the Executive (except as provided in Subsection (C) below). (cC) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, If it is possible established that Gross-Up the Payments which will made to, or provided for the benefit of, the Executive either have been made or have not have been made by the Company should have been made Company, in a manner inconsistent with the limitations provided in Subsection (A) (hereinafter referred to as an “Excess Payment” or “Underpayment”, respectively), consistent with then the calculations required provisions of this Subsection (C) shall apply. If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made hereunderon the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand, together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment. In the event of an Underpaymentthat it is determined by (i) the Accounting Firm, the Accounting Firm Company (which shall determine include the amount position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the satisfaction of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of Executive. (d) Notwithstanding any other provision of this Section 4, any Gross-Up Payment or Underpayment shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event later than December 31 Executive of the year following Dispute, that an Underpayment has occurred, the year (A) any excise tax is Company shall pay an amount equal to the Underpayment to the Executive within 10 days of such determination or resolution together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought by Executive until the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolveddate of payment.

Excise Tax Payment. (a) Anything in If any amount or benefit payable to the Executive under this Agreement to the contrary notwithstanding and except as set forth belowunder any other agreement, in the event it shall be determined that any payment plan or distribution by program of the Company or the Bank (such payments and benefits referred to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (as a “Payment”) would be is subject to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest similar federal or penalties are incurred by Executive with respect to such excise tax state law (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the an “Excise Tax”), then the Company shall pay to the Executive shall be entitled to receive an additional payment amount (a the “Gross-Gross Up PaymentAmount”) in an amount such that after payment by Executive of all taxes cash, equal to (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect theretoi) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which is imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii); provided, however, that a Gross Up Payment equal Amount will not be paid to the Excise Tax imposed upon Executive unless the Paymentsaggregate amount of Payments received by the Executive which constitute “parachute payments” under Section 280G(b)(2) of the Code equals or exceeds the product of 3.1 multiplied by the amount of the Executive’s “base amount” as such term is defined in Section 280G(b)(3) of the Code (the “Base Amount”). (b) All determinations required For purposes of determining the Gross Up Amount, the Executive shall be deemed to be made taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Gross Up Amount is paid. The Gross Up Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. (c) All calculations under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, 6.1 shall be made by the Company’s regular certified public a nationally recognized accounting firm designated by the Company and reasonably acceptable to the Executive (other than the accounting firm that is regularly engaged by any party who has effectuated a Change in Control) (the “Accounting Firm”) which ). The Company shall pay all fees and expenses of such Accounting Firm. The Accounting Firm shall provide its calculations, together with detailed supporting calculations documentation, both to the Company and the Executive within 15 business days of after the receipt of notice from Executive that there has been a Payment, Termination Date (or such earlier time as is requested by the Company) and, if applicable, a reasonable opinion to the Executive that she is not required to report any Excise Tax on her federal income tax return with respect to the Payment (collectively, the "Determination"). Within 5 days of the Executive's receipt of the Determination, the Executive shall have the right to dispute the Determination (the “Dispute”). The existence of the Dispute shall not in any way affect the right of the Executive to receive the Payments in accordance with the Determination. If the Executive is successful in the Dispute, the Company shall pay the Executive any additional amount determined by the Accounting Firm to be due under this Section 6.1 (together with interest thereon at a rate equal to 120% of the federal short‑term rate determined under Section 1274(d) of the Code) promptly after such determination. (d) If there is no Dispute, the final determination by the Accounting Firm shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a “Tax Authority”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by the Accounting Firm. (e) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this Section 6.1, the Executive agrees to contest the claim on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Accounting Firm Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is serving the subject of the claim before she has given the notice or during the 30‑day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this Section 6.1 determined as accountant if such advance were an Excise Tax, in which the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or auditor contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the individualExecutive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts under this Section 6.1 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, entity but in no event will the Executive compromise or group effecting settle the Change claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in Controlwriting her right to a payment under this Section 6.1 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this Section 6.1. Provided that the Executive is in compliance with the provisions of this subparagraph (ii), the Company shall appoint another nationally recognized accounting firm be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys’ fees, which may be incurred as a result of, contesting the claim, and shall provide to make the determinations Executive within 30 days after each written request therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. (f) Should a Tax Authority ultimately determine that an additional Excise Tax is owed, then the Company shall pay an additional Gross Up Amount to the Executive in a manner consistent with this Section 6.1 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or the Accounting Firm, as the case may be, is finally determined by a Tax Authority to exceed the amount required hereunder to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided, that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment. 6.2 If (i) the aggregate amount of any Payments received by the Executive which accounting firm constitute “parachute payments” under Section 280G(b)(2) of the Code equals less than the product of 3.1 multiplied by the Executive’s Base Amount, and is subject to an Excise Tax, or (ii) if the provisions of Section 7 of this Agreement are invoked, with respect to the Executive, then the Company and the Executive agree that the following provisions shall then apply: (A) Notwithstanding anything contained in this Agreement to the contrary, to the extent that any or all Payments would be subject to the imposition of an Excise Tax, the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in the Executive retaining a larger amount, on an after tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if the Executive received all of the Payments (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the limitations described in the preceding sentence, the Company shall reduce or eliminate the Payments, by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination. Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation. (B) All calculations required to be made under this Section 6.2 shall be made, at the Company's expense, by an Accounting Firm. The Accounting Firm hereunder)shall provide their Determination, both to the Company and the Executive within 15 days after the Executive's Termination Date (or such earlier time as is requested by the Company) and, with respect to the Limited Payment Amount, a reasonable opinion to the Executive that she is not required to report any Excise Tax on her federal income tax return with respect to the Limited Payment Amount. All fees and expenses Within 5 days of the Executive's receipt of the Determination, the Executive shall have the right to Dispute the Determination. The existence of the Dispute shall not in any way affect the right of the Executive to receive the Payments in accordance with the Determination. If there is no Dispute, the Determination by the Accounting Firm shall be borne solely by final binding and conclusive upon the CompanyCompany and the Executive (except as provided in Subsection (C) below). (cC) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, If it is possible established that Gross-Up the Payments which will made to, or provided for the benefit of, the Executive either have been made or have not have been made by the Company should have been made Company, in a manner inconsistent with the limitations provided in Subsection (A) (hereinafter referred to as an “Excess Payment” or “Underpayment”, respectively), consistent with then the calculations required provisions of this Subsection (C) shall apply. If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made hereunderon the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand, together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event of an Underpaymentthat it is determined by (i) the Accounting Firm, the Accounting Firm Company (which shall determine include the amount position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the satisfaction of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of Executive. (d) Notwithstanding any other provision of this Section 4, any Gross-Up Payment or Underpayment shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event later than December 31 Executive of the year following Dispute, that an Underpayment has occurred, the year (A) any excise tax is Company shall pay an amount equal to the Underpayment to the Executive within 10 days of such determination or resolution together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought by Executive until the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolveddate of payment.

Excise Tax Payment. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, in the event it shall be determined that any payment or distribution by the Company or the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a “Payment”) would would, absent the provisions of this Section 20, be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred U.S. Tax Code, and, after the payment by the Executive with respect to such of the excise tax imposed by Section 4999 of the U.S. Tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall would retain a net amount that would be entitled less than the sum of (i) the maximum amount that may be paid to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive without triggering the application of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon (the Payments“Maximum Payment”), and (ii) $100,000, then the Payment shall be reduced to equal the Maximum Payment. (b) All determinations required to be made under this Section 420, including whether and when a Gross-Up Payment is required cut back pursuant to Section 20(a) and the amount of such Grosscut-Up Payment back, and the assumptions to be used utilized in arriving at such determination, shall be made by the Company’s regular a certified public accounting firm designated by the Board (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the CompanyExecutive. In the event that If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in ControlControl Event, the Company Board shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) As a result In the event of any reduction pursuant to Section 20, the Executive may determine which and how much of the uncertainty Payment, including without limitation Payments made outside of this Agreement, shall be eliminated or reduced (as long as after such election the requirements of Section 20(a) are complied with) and shall advise the Company in writing of such election within ten days of the Executive’s receipt of notice of the application of Section 4999 20. If no such election is made within such ten-day period, the Company may elect which of the Code at the time Payments, including without limitation Payments made outside of the initial determination by the Accounting Firm hereunderthis Agreement, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be eliminated or reduced and shall notify the Executive promptly paid by the Bank to or for the benefit of Executivesuch election. (d) Notwithstanding Upon any other provision of this Section 4, any Gross-Up Payment or Underpayment shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event later than December 31 of the year following the year (A) any excise tax is paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought assertion by the Internal Revenue Service or other relevant taxing authority related that the Payment is subject to this Section 4 is completed or resolvedthe Excise Tax, the Executive shall be obligated to return to the Company any portion of the Payment determined by the Accounting Firm to be necessary to appropriately reduce the Payment so as to avoid any such Excise Tax.”

Excise Tax Payment. (a) Anything contained in this Agreement to the contrary notwithstanding notwithstanding, if any of the payments or benefits received or to be received by Executive pursuant to this Agreement (which the parties agree will not include any portion of payments allocated to the non-solicitation and except non-competition provisions of Section 4.5 that are classified as set forth belowpayments of reasonable compensation for purposes of Code Section 280G), in when taken together with payments and benefits payable to or on behalf of Executive under any other plans, contracts or arrangements with the event it shall be determined that any payment or distribution by the Company Corporation or the Bank to or for (all such payments and benefits, the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise“Total Payments”), but determined without regard to any additional payments required under this Section 4) (a “Payment”) would will be subject to the excise tax imposed by under Code Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall receive an additional payment in an amount equal to the amount of the Excise Tax actually payable by Executive, without regard to any additional tax, interest or penalty payable by Executive on such additional amount. For example, if the Total Payments would result in an Excise Tax payable by Executive of $300,000, then Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by of $300,000; however, Executive of all taxes (including shall be solely responsible for any additional tax, interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon resulting from the Gross-Up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) additional $300,000 payment. All determinations calculations required to be made under this Section 4Section, including whether and when a Gross-Up Payment is required and the amount portion of such Gross-Up Payment and the assumptions any payments to be used allocated to the restrictive covenants set forth in arriving at such determinationSection 4.5 (or any payments to be allocated to a separate restrictive covenant agreement, shall if any) will be made by the CompanyCorporation’s regular certified independent public accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both accountants, subject to the Company and Executive within 15 business days right of Executive’s representative to review the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder)same. All fees and expenses of the Accounting Firm amounts required to be paid pursuant to this Section shall be borne solely by the Company. (c) As a result of the uncertainty in the application of Section 4999 of the Code paid at the time any withholding may be required (or, if earlier, the time Executive shall be required to pay such amounts) under applicable law, and any additional amounts to which Executive may be entitled shall be paid or reimbursed no later than fifteen (15) days following confirmation of the initial determination such amount by the Accounting Firm hereunderCorporation’s independent public accountants; provided, it is possible however, that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required any payments to be made hereunderunder this Section shall in all events be made no later than the end of Executive’s taxable year next following the taxable year in which the Executive remits such Excise Tax payment. In The parties recognize that the event of an Underpayment, the Accounting Firm shall determine the amount actual implementation of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of Executive. (d) Notwithstanding any other provision provisions of this Section 4, are complex and agree to deal with each other in good faith to resolve any Gross-Up Payment questions or Underpayment shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event later than December 31 of the year following the year (A) any excise tax is paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolveddisagreements arising hereunder.

Excise Tax Payment. (ai) Anything in Notwithstanding any other provisions of this Agreement to the contrary notwithstanding and except as set forth belowAgreement, in the event it shall be determined that any payment or distribution benefit received or to be received by the Executive (including any payment or benefit received in connection with a change in the ownership or effective control of the Company or in the Bank to ownership of a substantial portion of the Company’s assets within the meaning of Section 280G of the Code (a “Change in Control”) or for the benefit termination of Executive (the Executive’s employment, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, but determined without regard to any additional payments required under this Section 4arrangement or agreement) (a all such payments and benefits, including the payments to be made pursuant to Section 5(c) hereof, being hereinafter referred to as the “PaymentTotal Payments”) would be subject (in whole or part), to the excise tax imposed by under Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the portion of the Total Payments that does not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced and the portion of the Total Payments that does constitute deferred compensation within the meaning of Section 409A of the Code shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (ii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall be entitled have waived at such time and in such manner as not to receive an additional payment (constitute a “Gross-Up Paymentparachute payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in an amount such that after payment by Executive Control, the Company’s independent auditor, does not constitute a “parachute payment” within the meaning of all taxes Section 280G(b)(2) of the Code (including any interest or penalties imposed with respect by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the base amount (within the meaning of Section 280G of the Code) allocable to such taxesreasonable compensation, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) If payments made under this Agreement or otherwise are reduced pursuant to the foregoing provisions of this Section 5(e), the Company shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for such calculations including, without limitation, any income taxes opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Up Payment equal such opinions or advice which are in writing shall be attached to the Excise Tax imposed upon statement). If the Payments. (b) All determinations required Executive objects to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by the Company’s regular certified public accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Controlcalculations, the Company shall appoint another nationally recognized accounting firm pay to make the determinations required hereunder Executive such portion of the Total Payments (which accounting firm shall then be referred up to 100% thereof) as the Accounting Firm hereunderExecutive determines is necessary to result in the proper application of Section 5(e)(i). All . (iv) The Company also shall pay to the Executive all legal fees and expenses of the Accounting Firm shall be borne solely incurred by the Company. (c) As a result of Executive in connection with any tax audit or proceeding to the uncertainty in extent attributable to the application of Section 4999 of the Code at the time to any payment or benefit provided hereunder. Such payments shall be made within five business days after delivery of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Company should have been made reasonably may require (“Underpayment”), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of Executive. (d) Notwithstanding any other provision of this Section 4, any Gross-Up Payment or Underpayment shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event later than December 31 shall any such payment be made after the end of the calendar year following the calendar year (A) in which the expenses were incurred), provided that no such payment shall be made in respect of fees or expenses incurred by the Executive after the later of the tenth anniversary of the Date of Termination or the Executive’s death, and provided further, that, upon the Executive’s separation from service with the Company, in no event shall any excise tax is paid additional such payments be made prior to the Internal Revenue Service regarding this date that is six months after the date of the Executive’s separation from service to the extent such payment delay is required under Section 4 or (B409A(a)(2)(B)(i) any tax audit or litigation brought by of the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolvedCode.

Excise Tax Payment. (ai) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, in the event it shall be determined that any payment or distribution by the Company or the Bank to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a “Payment”) would would, absent the provisions of this Section 6(d), be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect U.S. Tax Code, then the Payment shall be reduced to such equal the maximum amount that may be paid to the Employee without triggering the application of the excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the a “Excise TaxCutback”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (bii) All determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination6(d), shall be made by the Company’s regular a certified public accounting firm designated by the Board (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the CompanyEmployee. In the event that If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting affecting the Change in Control, the Boards of Directors of the Company and Golden Star shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) As . The Employee agrees to report all Payments in a result of manner consistent with the uncertainty in determinations made by the application of Accounting Firm. Employee shall be entitled, to the extent permitted by Section 4999 409A of the Code at and the time regulations and other guidance issued thereunder (“Section 409A”) and other applicable law and in a manner that is not adverse to the Company, to elect, no later than 5 days following the receipt by Employee of the initial determination by detailed supporting calculations referred to above, to reduce or modify the Payments so that, using the assumptions of the Accounting Firm hereunderFirm, it no Payment shall be treated as an “excess parachute payment.” Unless Employee shall have given prior written notice to the Company specifying a different order of Payments to be reduced, any Payments or acceleration to be reduced shall be determined in a manner that has the least economic cost to Employee, on an after-tax basis, and to the extent the economic cost is possible that Gross-Up equivalent, such Payments which will not shall be reduced in the inverse order of when the Payments or acceleration would have been made by or provided to Employee until the Company should have been made (“Underpayment”), consistent with reduction specified herein is achieved. Employee may specify the calculations required to be made hereunder. In the event order of an Underpayment, the Accounting Firm shall determine the amount reduction of the Underpayment Payments or acceleration only to the extent that has occurred and any such Underpayment shall be promptly paid by doing so does not directly or indirectly alter the Bank to time or for the benefit method of Executive. (d) Notwithstanding any other provision of this Section 4, any Gross-Up Payment or Underpayment shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event later than December 31 of the year following the year amount that is deferred compensation subject to (Aand not exempt from) any excise tax is paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolved.409A.

Excise Tax Payment. (a) Anything in If any amount or benefit payable to the Executive under this Agreement to the contrary notwithstanding and except as set forth belowunder any other agreement, in the event it shall be determined that any payment plan or distribution by program of the Company or the Bank (such payments and benefits referred to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4as a "Payment") (a “Payment”) would be is subject to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest similar federal or penalties are incurred by Executive with respect to such excise tax state law (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “an "Excise Tax”"), then the Company shall pay to the Executive shall be entitled to receive an additional payment amount (a “Gross-the "Gross Up Payment”Amount") in an amount such that after payment by Executive of all taxes cash, equal to (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect theretoi) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which is imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii); provided, however, that a Gross Up Payment equal Amount will not be paid to the Excise Tax imposed upon Executive unless the Paymentsaggregate amount of Payments received by the Executive which constitute "parachute payments" under Section 280G(b)(2) of the Code equals or exceeds the product of 3.1 multiplied by the amount of the Executive's "base amount" as such term is defined in Section 280G(b)(3) of the Code (the "Base Amount"). (b) All determinations required For purposes of determining the Gross Up Amount, the Executive shall be deemed to be made taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Gross Up Amount is paid. The Gross Up Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. (c) All calculations under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, 6.1 shall be made by the Company’s regular certified public a nationally recognized accounting firm designated by the Company and reasonably acceptable to the Executive (other than the accounting firm that is regularly engaged by any party who has effectuated a Change in Control) (the “"Accounting Firm”) which "). The Company shall pay all fees and expenses of such Accounting Firm. The Accounting Firm shall provide its calculations, together with detailed supporting calculations documentation, both to the Company and the Executive within 15 business days of after the receipt of notice from Executive that there has been a Payment, Termination Date (or such earlier time as is requested by the Company. In ) and, if applicable, a reasonable opinion to the event Executive that he is not required to report any Excise Tax on his federal income tax return with respect to the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in ControlPayment (collectively, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder"Determination"). All fees and expenses Within 5 days of the Accounting Firm shall be borne solely by the Company. (c) As a result Executive's receipt of the uncertainty in Determination, the application of Section 4999 Executive shall have the right to dispute the Determination (the "Dispute"). The existence of the Code at Dispute shall not in any way affect the time right of the initial determination by Executive to receive the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent in accordance with the calculations required to be made hereunder. In the event of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of ExecutiveDetermination. (d) Notwithstanding any other provision of this Section 4, any Gross-Up Payment or Underpayment shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event later than December 31 of the year following the year (A) any excise tax is paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolved.

Excise Tax Payment. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company or the Bank to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 45) (a “Payment” or “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 5(a), if it shall be determined that Executive is entitled to a Gross-Up Payment, but that the Payments do not exceed by more than $100,000 the greatest amount (the “Reduced Amount”) that could be paid to Executive such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. (b) All Subject to the provisions of Section 5(c), all determinations required to be made under this Section 45, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, shall be made by the Company’s regular KPMG, LLP or such other certified public accounting firm reasonably acceptable to the Company as may be designated by Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. . Any Gross-Up Payment, as determined pursuant to this Section 5, shall be paid by the Company to Executive within five days of the later of (ci) the due date for the payment of any Excise Tax or (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 5(c) and Executive thereafter is required to make a payment of an Underpaymentany Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank Company to or for the benefit of Executive. (d) Notwithstanding any other provision of this Section 4. However, in no event shall any Gross-Up Payment or Underpayment shall Payments to Executive be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by the Executive, but in no event made later than December 31 the end of the calendar year following the calendar year in which Executive remits the Excise Taxes. (Ac) Executive shall notify the Company in writing of any excise tax is paid to claim by the Internal Revenue Service regarding that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive receives written notification of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time; provided, however, that the Company’s selection of one or more attorneys to provide legal representation with respect to such claim shall be subject to Executive’s prior written approval; (iii) cooperate with the Company in good faith in order to contest such claim effectively; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4 5(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (Bincluding interest or penalties with respect thereto) imposed with respect to such payment or with respect to any tax audit imputed income in connection with such payment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and Executive shall be entitled to settle or litigation brought contest, as the case may be, any other issue raised by the Internal Revenue Service or any other relevant taxing authority related authority. (d) If, after payment by the Company of an amount on Executive’s behalf pursuant to this Section 4 5(c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 5(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 5(c), a determination is completed or resolvedmade that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Excise Tax Payment. (a) Anything Notwithstanding anything contained in this Agreement to the contrary notwithstanding and except as set forth belowcontrary, in the event it shall be determined that any payment or distribution by the Company or the Bank to or for the benefit of Executive (the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise in connection with, but determined without regard to any additional payments required under this Section 4) or arising out of, his employment with the Company (a “"Payment”) " or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “Gross-"Gross- Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), includingincluding any Excise Tax, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) All determinations required to a determination shall be made under this Section 4, including as to whether and when a Gross-Up Payment is required pursuant to this Section 5.2(b) and the amount of such Gross-Gross Up Payment and the assumptions Payment, such determination to be used in arriving at made within fifteen (15) business days of the Termination Date, or such determination, other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by the Company’s regular certified public a national independent accounting firm selected by the Executive (the “"Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder"). All fees fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne solely by the CompanyCompany and the Company shall pay such fees, costs and expenses as they become due. The Accounting Firm shall provide detailed supporting calculations, acceptable to the Executive, both to the Company and the Executive. The Gross-Up Payment, if any, as determined pursuant to this Section 5.2 shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Gross-Up Payment shall be binding upon the Company and the Executive subject to the application of Section 5.2(c). (c) As a result of the uncertainty in on the application of Section Sections 4999 and 280G of the Code at the time of the initial determination by the Accounting Firm hereunderCode, it is possible that a Gross-Up Payments Payment (or a portion thereof) will be paid which should not have been paid (an "Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an "Underpayment"). An Underpayment shall be deemed to have occurred upon notice (formal or informal) to the Executive from any governmental taxing authority that the tax liability of the Executive (whether in respect of the then current taxable year of the Executive or in respect of any prior taxable year of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment. An Overpayment shall be deemed to have occurred upon a "Final Determination" (as hereinafter defined) that the Excise Tax should not be imposed upon a Payment or Payments with respect to which the Executive has previously received a Gross-Up Payment. A Final Determination shall be deemed to have occurred when the Executive has received from the applicable governmental taxing authority a refund of taxes or other reduction in his tax liability by reason of the Overpayment and upon either (i) the date of determination as made by, or an agreement is entered into with, the governmental taxing authority which finally and conclusively binds that Executive and such taxing authority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (ii) the expiration of the statute of limitations with respect to the Executive's applicable tax return. If an Underpayment occurs, the Executive shall promptly notify the Company should have been made and the Company shall pay to the Executive at least five (“Underpayment”)5) business days prior to the date on which the applicable governmental taxing authority has requested payment, consistent with the calculations required an additional Gross-up Payment equal to be made hereunder. In the event of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred plus any interest and any such Underpayment penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Overpayment shall be promptly paid treated as a loan by the Bank Company to or the Executive and the Executive shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company the amount of the Overpayment plus interest at an annual rate equal to the rate provided for in Section 1274(b)(2)(B) of the benefit of Code from the date the Gross-Up Payment (to which the Overpayment relates) was paid to the Executive. (d) Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined that an Excise Tax will be imposed on any other provision of this Section 4, any Gross-Up Payment or Underpayment Payments, the Company shall be paid in a single lump sum payment at a time which will enable timely payment of any excise tax due by pay to the Executiveapplicable governmental taxing authorities as Excise Tax withholding, but in no event later than December 31 the amount of the year following Excise Tax that the year (A) any excise tax is paid to Company has actually withhold from the Internal Revenue Service regarding this Section 4 Payment or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 4 is completed or resolvedPayments.

Excise Tax Payment. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company or the Bank to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 45) (a “Payment” or “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Bank, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 5(a), if it shall be determined that Executive is entitled to a Gross-Up Payment, but that the Payments do not exceed by more than $100,000 the greatest amount (the “Reduced Amount”) that could be paid to Executive such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. (b) All Subject to the provisions of Section 5(c), all determinations required to be made under this Section 45, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, shall be made by the Company’s regular KPMG, LLP or such other certified public accounting firm reasonably acceptable to the Company as may be designated by Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. . Any Gross-Up Payment, as determined pursuant to this Section 5, shall be paid by the Company to Executive within five days of the later of (ci) the due date for the payment of any Excise Tax or (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 5(c) and Executive thereafter is required to make a payment of an Underpaymentany Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank Company to or for the benefit of Executive. (dc) Notwithstanding Executive shall notify the Company in writing of any other provision claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive receives written notification of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time; provided, however, that the Company’s selection of one or more attorneys to provide legal representation with respect to such claim shall be subject to Executive’s prior written approval; (iii) cooperate with the Company in good faith in order to contest such claim effectively; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 45(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to sxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company pays such claim and directs Executive to sxx for a refund, the Company shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment or Underpayment would be payable hereunder, and Executive shall be paid in a single lump sum payment at a time which will enable timely payment of entitled to settle or contest, as the case may be, any excise tax due by the Executive, but in no event later than December 31 of the year following the year (A) any excise tax is paid to the Internal Revenue Service regarding this Section 4 or (B) any tax audit or litigation brought other issue raised by the Internal Revenue Service or any other relevant taxing authority related authority. (d) If, after payment by the Company of an amount on Executive’s behalf pursuant to this Section 4 5(c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 5(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 5(c), a determination is completed or resolvedmade that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.