Common use of Expenses and Fringe Benefits Clause in Contracts

Expenses and Fringe Benefits. During the Contract Period, the Executive shall be entitled to reimbursement for all business expenses incurred by him with respect to the business of the Employer in the same manner and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the Employer, as such existed immediately prior to the Change in Control. During the Contract Period the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive officers of the Employer, all upon terms as favorable as those enjoyed by other executive officers of the Employer. Notwithstanding anything in this section to the contrary, if Employer adopts any change in the expenses allowed to, or fringe benefits provided for, executive officers of Employer, and such policy is uniformly applied to all executive officers of Employer, then no such change in policy shall be deemed to be a violation of this provision.

Expenses and Fringe Benefits. During the Contract Period, the Executive shall be entitled to reimbursement for all business expenses incurred by him with respect to the business of the Employer Company in the same manner and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the EmployerCompany, as such existed immediately prior to the Change in Control. During the Contract Period Period, the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive Executive officers of the EmployerCompany, all upon terms as favorable as those enjoyed by other executive Executive officers of the EmployerCompany. Notwithstanding anything in this section to the contrary, if Employer the Company adopts any change in the expenses allowed to, or fringe benefits provided for, executive Executive officers of Employerthe Company, and such policy is uniformly applied to all executive Executive officers of Employerthe Company (and any successor or acquirer of the Company, if any), including the chief executive officer of such entities, then no such change in policy shall be deemed to be contrary to this Section. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (as defined in Section 14 below), including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a violation shorter period of time specified in this provisionAgreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Expenses and Fringe Benefits. During the Contract Period, the Executive shall be entitled to reimbursement for all business expenses incurred by him with respect to the business of the Employer in the same manner and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the Employer, as such existed immediately prior to the Change in Control. During the Contract Period the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive officers of the Employer, all upon terms as favorable as those enjoyed by other executive officers of the Employer. Notwithstanding anything in this section Section to the contrary, if Employer adopts any change in the expenses allowed to, or fringe benefits provided for, executive officers of Employer, and such policy is uniformly applied to all executive officers of Employer, then no such change in policy shall be deemed to be a violation of this provision.

Expenses and Fringe Benefits. During 9.1 Employer and Employee agree that proper discharge of the Contract Periodduties imposed upon Employee shall require the frequent use of an automobile. Employer hereby agrees that it shall provide to Employee an automobile, chosen by the Employee and suitable for use by the Chief Executive Officer of a public company such as Employer. Such automobile shall be entitled purchased or leased by Employer and provided to reimbursement Employee for his exclusive use, or at the option of Employee, Employee shall purchase or lease an automobile and the cost thereof shall be reimbursed by Employer. In addition to providing the automobile, Employer shall pay or reimburse all business reasonable expenses incurred by him Employee in connection with respect the use and operation of the automobile. Further, should Employee so desire, Employer shall provide a driver for Employee's automobile, during such hours and at such times as may be reasonable for the proper performance of Employee's duties as Chief Executive Officer of a public company. 9.2 Employer and Employee agree that it is necessary and proper for Employee to maintain membership in certain private clubs, civic and fraternal organizations and other associations and that such membership shall be in the best interests of Employer and in furtherance of Employee's obligations hereunder. Employer agrees to pay or reimburse the costs of any such membership in any such clubs, groups or organizations which Employee shall, in his discretion, determine to be in the best interests of the Employee. In the event the cost of any such membership shall exceed One Thousand Dollars ($1,000.00) per month or shall represent the purchase of an equity interest in such club, group or organization (an "equity membership"), the payment of the cost of such membership shall be subject to the approval of the Board of Directors. Any equity 9.3 Without limiting the generality of the obligations of Employer pursuant to Sections 9.1 and 9.2 Employer shall also pay or reimburse all expenses reasonably incurred by Employee in discharge or Employee's duties hereunder. Such expenses shall include, without limitation, the following: (a) Education expenses incurred for the purpose of maintaining or improving Employee's skills; (b) Expenses for travel, lodging, and related expenses in connection with conventions or meetings, attendance at which is necessary or appropriate in connection with the performance by Employee of his duties required hereunder; (c) Expenses for meals, entertainment and similar items reasonably incurred by Employee in connection with the business of Employer; and (d) Such other expenses incurred by Employee reasonably related to the discharge by Employee of his duties as set forth herein. 9.4 Employer reserves the right to require, as a condition of payment or reimbursement for any item pursuant to Section 9.3, Employee to furnish Employer with reasonable documentation evidencing that the expense has been incurred and the relationship of such item to the business of Employer or the duties of Employee. 9.5 Employer in shall provide, for the same manner benefit of Employee and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Controlhis spouse, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the Employer, as such existed immediately prior to the Change in Control. During the Contract Period the Executive also shall be entitled to hospital, health, standard coverage medical and life insurance, and with additional coverage for dental expenses. 9.6 Notwithstanding any other benefits enjoyed, from time to time, by executive officers of the Employer, all upon terms as favorable as those enjoyed by other executive officers of the Employer. Notwithstanding anything in this section provision herein to the contrary, if Employer adopts any change in shall provide the expenses allowed to, or Employee all other Employee fringe benefits which are generally provided for, executive officers for or made available to the employees of Employer, and such policy is uniformly applied to all executive officers of Employer, then no such change in policy shall be deemed to be a violation of this provision.

Expenses and Fringe Benefits. During the Contract Period, the Executive shall be entitled to reimbursement for all business expenses incurred by him with respect to the business of the Employer Company in the same manner and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the EmployerCompany, as such existed immediately prior to the Change in Control. During the Contract Period Period, the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive Executive officers of the EmployerCompany, all upon terms as favorable as those enjoyed by other executive Executive officers of the EmployerCompany. Notwithstanding anything in this section to the contrary, if Employer the Company adopts any change in the expenses allowed to, or fringe benefits provided for, executive Executive officers of Employerthe Company, and such policy is uniformly applied to all executive Executive officers of Employerthe Company (and any successor or acquirer of the Company, if any), including the chief executive officer of such entities, then no such change in policy shall be deemed to be contrary to this Section. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (as defined in Section 9 below), including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a violation shorter period of time specified in this provisionAgreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Expenses and Fringe Benefits. During the Contract PeriodTerm, Employee shall be reimbursed for his reasonable business-related expenses incurred for the Executive benefit of Employer in accordance with Employer's policies governing such reimbursement in effect from time to time. Such expenses shall include, but shall not be limited to, travel, lodging away from home, entertainment and educational expenses incurred for the purpose of maintaining or improving Employee's professional skills. Employer shall maintain (effective following completion of physical and insurer processing) a term life insurance policy from an insurance company with an AM Best rating of A or better, on Employee's life, with a death benefit in the amount of $1,500,000, naming Employee's designees as beneficiary for the Term; provided, however, to the extent that Employee is uninsurable on commencement of this Agreement, Employer shall have no obligation to provide such insurance if Employee is uninsurable. To the extent Employee is "rated" so that the premiums are higher than what they would be in the event Employee were in perfect health, then the death benefit of such policy shall be reduced to the amount of insurance that is purchasable with the premium amount that would have been payable had Employee been in perfect health. Employee shall also be entitled to use of a vehicle to be provided by Employer of a quality comparable to that provided to other senior executives of Employer, and reimbursement for the cost of maintenance, repair, insurance and gasoline with respect to such vehicle. Employee shall be entitled to reimbursement such other fringe benefits as are commonly provided to senior executives of Employer (except to the extent that it is of the same category of benefit already expressly provided for all business expenses incurred by him with under this Agreement, such as equity participation). With respect to the business of the any expenses which are reimbursed by Employer to Employee, Employee shall account to Employer in the same manner and sufficient detail to the same extent as such expenses were previously reimbursed entitle Employer to him immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for a federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of deduction for such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which item if such item is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the Employer, as such existed immediately prior to the Change in Control. During the Contract Period the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive officers of the Employer, all upon terms as favorable as those enjoyed by other executive officers of the Employer. Notwithstanding anything in this section to the contrary, if Employer adopts any change in the expenses allowed to, or fringe benefits provided for, executive officers of Employer, and such policy is uniformly applied to all executive officers of Employer, then no such change in policy shall be deemed to be a violation of this provisiondeductible.

Expenses and Fringe Benefits. During 7.1 Employer and Employee agree that Proper discharge of the Contract Periodduties imposed upon Employee shall require the frequent use of an automobile. The Corporation hereby agrees that it shall provide Employee with a standard mid-size automobile, chosen by the Employee and Employer and suitable for use by a President of an institution such as Employer. Such automobile shall be purchased or leased by Employer and provided to Employee for his exclusive use, or at the option of Employee, Employee shall purchase or lease an automobile and the reasonable cost thereof shall be reimbursed by Employer for so long as he is employed hereunder. Notwithstanding the foregoing, Employer shall not be required to expend more than Five Hundred Dollars ($500.00) per month in connection with such purchase, lease or reimbursement inclusive of insurance, license, taxes and operating expenses. Employee may, at his option, receive the aforementioned sum of $500.00 as an automobile allowance, in lieu of being provided with a bank-owned automobile. 7.2 Employer shall pay or reimburse all expenses reasonably incurred by Employee in discharge of Employee's duties hereunder. Such expenses shall include, without limitation, the Executive following: (a) Education expenses incurred for the purpose of maintaining or improving Employee's skills; (b) Expenses for travel, lodging, and related expenses in connection with conventions or meetings, attendance at which is necessary or appropriate in connection with the performance by Employee of his duties required hereunder; (c) Expenses for meals, entertainment and similar items reasonably incurred by Employee in connection with the business of the Employer; and (d) Monthly dues for employees membership in the Jonaxxxx Xxxb. (e) Such other expenses incurred by the Employee reasonably related to the discharge by Employee of his duties as set forth herein. 7.3 Employer shall require, as a condition of payment or reimbursement for any item pursuant to Section 7.2, that Employee furnish Employer with reasonable documentation evidencing that the expense has been incurred and the relationship of such item to the business of Employer or the duties of Employee. 7.4 Notwithstanding any provisions herein to the contrary, Employer shall provide to Employee all other Employee fringe benefits which are generally provided for or made available to the employees of Employer. Without limiting the generality of the preceding sentence, Employee shall be entitled to reimbursement for all business expenses incurred participate in any group life and health insurance plans, any qualified or non-qualified pension or profit sharing plan adopted or maintained by him with respect to the business of the Employer and participation in Employer's Stock Ownership Plan (ESOP) , if continued. Such participation shall be on the same manner and to basis as the same extent majority of participants in such plan. In addition, Employer will provide a $100,000 term life insurance policy payable as designated by Employee. The premiums on such expenses were previously reimbursed to him immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not policy will be obligated to repay to Employer any business expense incurred by him and reimbursed to him paid by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, Employer and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the Employer, as such existed immediately prior to the Change in Control. During the Contract Period the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive officers of the Employer, all upon terms as favorable as those enjoyed by other executive officers of the Employer. Notwithstanding anything in this section to the contrary, if Employer adopts any change in the expenses allowed to, or fringe benefits provided for, executive officers of Employer, and such policy is uniformly applied to all executive officers of Employer, then no such change in policy shall be deemed to be a violation of this provisionwill aggregate approximately $1,200 per year.

Expenses and Fringe Benefits. During the Contract Period, the Executive shall be entitled to reimbursement for all business expenses incurred by him his with respect to the business of the Employer Company in the same manner and to the same extent as such expenses were previously reimbursed to him his immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him his prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the EmployerCompany, as such existed immediately prior to the Change in Control. During the Contract Period Period, the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive Executive officers of the EmployerCompany, all upon terms as favorable as those enjoyed by other executive Executive officers of the EmployerCompany. Notwithstanding anything in this section to the contrary, if Employer the Company adopts any change in the expenses allowed to, or fringe benefits provided for, executive Executive officers of Employerthe Company, and such policy is uniformly applied to all executive Executive officers of Employerthe Company (and any successor or acquirer of the Company, if any), including the chief executive officer of such entities, then no such change in policy shall be deemed to be contrary to this Section. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (as defined in Section 9 below), including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive's lifetime (or during a violation shorter period of time specified in this provisionAgreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Expenses and Fringe Benefits. During the Contract Periodterm of this Agreement, the Executive shall be entitled to reimbursement for all business expenses incurred by him with respect to the business of the Employer in the same manner and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Control, Employer; PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations ; vacation and sick days, in accordance with the practices and procedures of Employer; coverage under the Employer, as such existed immediately prior to the Change in Control. During the Contract Period the Executive also shall be entitled to hospital, health, medical medical, dental and life insuranceinsurance benefits programs maintained by Employer, and any other benefits enjoyedunder terms which are the same as those which are applicable, from time to time, by executive officers of the Employer, all upon terms as favorable as those enjoyed by to other executive officers of the Employer. Notwithstanding anything in this section to the contrary, if Employer adopts any change in the expenses allowed to, or fringe benefits provided for, executive officers of Employer, and such policy is uniformly applied to all executive officers of Employer, then no such change in policy shall be deemed to be a violation of this provision. Employer shall provide Executive with an automobile for Executive's use in connection with the performance of his duties as President and Chief Executive Officer of CPB and TRCB, and his personal use, which automobile shall be chosen by Executive, subject to the approval of the Board, and purchased or leased for Executive's use. Executive acknowledges that the provision and use of the automobile may generate employee compensation to Executive, and agrees that Employer may withhold from Executive's Base Compensation that amount which is necessary for Employer to fully satisfy its withholding obligations under federal and state law.

Expenses and Fringe Benefits. During the Contract Period, the Executive shall be entitled to reimbursement for all business expenses incurred by him with respect to the business of the Employer Company in the same manner and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the EmployerCompany, as such existed immediately prior to the Change in Control. During the Contract Period Period, the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive Executive officers of the EmployerCompany, all upon terms as favorable as those enjoyed by other executive Executive officers of the EmployerCompany. Notwithstanding anything in this section to the contrary, if Employer the Company adopts any change in the expenses allowed to, or fringe benefits provided for, executive Executive officers of Employerthe Company, and such policy is uniformly applied to all executive Executive officers of Employerthe Company (and any successor or acquirer of the Company, if any), including the chief executive officer of such entities, then no such change in policy shall be deemed to be contrary to this Section. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (as defined in Section 9 below), including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive's lifetime (or during a violation shorter period of time specified in this provisionAgreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Expenses and Fringe Benefits. During the Contract Period, the Executive shall be entitled to reimbursement for all business expenses incurred by him her with respect to the business of the Employer Company in the same manner and to the same extent as such expenses were previously reimbursed to him her immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him her prior to the Change in Control, and he she shall be entitled to vacations and sick days, in accordance with the practices and procedures of the EmployerCompany, as such existed immediately prior to the Change in Control. During the Contract Period Period, the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive Executive officers of the EmployerCompany, all upon terms as favorable as those enjoyed by other executive Executive officers of the EmployerCompany. Notwithstanding anything in this section to the contrary, if Employer the Company adopts any change in the expenses allowed to, or fringe benefits provided for, executive Executive officers of Employerthe Company, and such policy is uniformly applied to all executive Executive officers of Employerthe Company (and any successor or acquirer of the Company, if any), including the chief executive officer of such entities, then no such change in policy shall be deemed to be contrary to this Section. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (as defined in Section 9 below), including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive's lifetime (or during a violation shorter period of time specified in this provisionAgreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.